village of mount prospect, il village board meeting agenda

Village of Mount Prospect, ILVillage Board Meeting

Agenda

Village of Mount ProspectVillage Hall - 3rd Floor

Boardroom50 S. Emerson St.

Mount Prospect, IL 60056

Tuesday, August 18, 2020 7:00 PM

1 CALL TO ORDER

2 ROLL CALL 2.1 Pledge of Allegiance - Trustee Hatzis 2.2 Invocation - Trustee Grossi

3 APPROVAL OF MINUTES

3.1 Minutes of the Regular Meeting of the Village Board - August 4, 2020Minutes of the Special Meeting of the Village Board - August 11, 2020

4 MAYORS REPORT

4.1 ACCOLADESFirefighter/Paramedic Kevin Swat recognized for MABAS (Mutual Aid Box Alarm System)Swift Water Rescue Team deployment in the summer of 2019 Fire Department PromotionsTodd Novak as Battalion ChiefJon Schram as Lieutenant

5 COMMUNICATIONS AND PETITIONS - CITIZENS TO BE HEARD

6 CONSENT AGENDA

6.1 List of Bills - July 29, 2020 to August 11, 2020 - $1,995,192.49

6.2 Motion to waive public bidding and accept proposal for a new tower and microwaveantenna link by Critical Technologies for the Public Works / Emergency Operations Centerbuilding at 1700/1720 W. Central Road, in an amount not to exceed $55,951.50.

7 OLD BUSINESSNone

8 NEW BUSINESS

8.1 1st reading of AN ORDINANCE APPROVING A THIRD AMENDMENT TO THEREDEVELOPMENT AGREEMENT FOR THE MAPLE STREET LOFTS DEVELOPMENTCOMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OFMOUNT PROSPECT, ILLINOIS

9 VILLAGE MANAGER'S REPORT

1

https://d2kbkoa27fdvtw.cloudfront.net/mountprospect/195f1fbe7e5f6ae28c21352f0b83c56d0.pdf

https://d2kbkoa27fdvtw.cloudfront.net/mountprospect/12938526ed9f7d65f54aeb3c111a1f8d0.pdf

https://d2kbkoa27fdvtw.cloudfront.net/mountprospect/d58b669a1adb05d8fa670cea50c3a5da0.pdf

https://d2kbkoa27fdvtw.cloudfront.net/mountprospect/db272b726a044b9e144b2970256eb6ca0.pdf

https://d2kbkoa27fdvtw.cloudfront.net/mountprospect/b26faf18f2bfef9a38b9127a287eb5830.pdf

9.1 As submitted

10 ANY OTHER BUSINESS

11 ADJOURNMENT

ANY INDIVIDUAL WHO WOULD LIKE TO ATTEND THIS MEETING BUT BECAUSE OF A DISABILITYOR NEEDS SOME ACCOMMODATION TO PARTICIPATE, SHOULD CONTACT THE VILLAGE MANAGER'SOFFICE AT 847/392-6000, EXTENSION 5327

2

Item Cover Page

Subject Minutes of the Regular Meeting of the Village Board -

August 4, 2020Minutes of the Special Meeting of the Village Board -August 11, 2020

Meeting August 18, 2020 - REGULAR MEETING OF THE MOUNTPROSPECT VILLAGE BOARD -

Fiscal Impact

Dollar Amount

Budget Source

Category APPROVAL OF MINUTES

Type Minutes

Information Alternatives

Staff Recommendation

ATTACHMENTS:Special Meeting minutes 8 11.pdfAug 4 VB.pdf

3

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/668146/Special_Meeting_minutes_8_11.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/attachment/668753/Aug_4_VB.pdf

SPECIAL MEETING OF THE MOUNT PROSPECT VILLAGE BOARD – 6:00 PM Tuesday, August 11, 2020 This meeting was conducted via video and tele-conference. 1 CALL TO ORDER The Special Meeting of the Village Board was called to order by Mayor Juracek at 6:02 pm via GoToMeeting virtual meeting. 2 ROLL CALL Members present via video conference upon roll call by Mayor Juracek: Colleen E Saccotelli, Eleni Hatzis, Michael A Zadel, Paul Hoefert, Richard F Rogers, and William A Grossi. Absent: None Trustee Grossi raised a point of order indicating the Open Meetings Act requires a member of the Board of Trustees or officer of the Village must be physically present at the meeting location. Director of Finance Amit Thakkar was present but his position with the Village does not meet the Open Meetings Act requirement. The meeting was recessed at 6:04pm to allow Village Manager Michael Cassady time to travel to Village Hall. Mayor Juracek resumed the meeting at 6:16 pm. Mr. Cassady's presence at Village Hall was confirmed. Mayor Juracek called the roll call a second time. All trustees were present via video conference. 3 COMMUNICATIONS AND CITIZENS TO BE HEARD None. The Mayor indicated an email was received that will be addressed at the August 18 meeting of the Village Board. 4 NEW BUSINESS 4.1 Motion to waive the rule requiring two readings of an ordinance and adopt an ORDINANCE ESTABLISHING A NON-BINDING REFERENDUM FOR THE SUBMISSION OF A PUBLIC QUESTION ON THE BALLOT FOR THE NOVEMBER 3, 2020 GENERAL ELECTION REGARDING THE SALE OF ADULT USE RECREATIONAL CANNABIS AND RELATED USES WITHIN THE GUIDELINES ESTABLISHED BY THE STATE OF ILLINOIS AND THE VILLAGE OF MOUNT PROSPECT Mayor Juracek introduced the ordinance and noted this Special Meeting is limited in scope to the discussion determining whether or not the Village should place a referendum question regarding the sale of recreational cannabis in the Village of Mount Prospect on the November 3 ballot. Mayor Juracek further clarified that this is not a subject matter discussion and cautioned the Board to limit the discussion to the agenda topic. This matter was introduced at the August 4, 2020 Village Board meeting and to adhere to the (State Board of Elections) August 17th deadline requiring municipalities to pass an ordinance authorizing submission of a referendum question for the November 3 ballot, a decision must be rendered tonight. Mayor Juracek stated this is an advisory, non-binding referendum and the outcome of this vote does not restrict future action. A brief discussion followed. Mayor Juracek added a subject matter discussion can occur at the next regular meeting of the Village Board and briefly explained the public hearing process to re-introduce the ordinance authorizing the sale of recreational cannabis in Mount Prospect.

4

Mayor Juracek noted that the second reading of the ordinance is waived due to the time sensitivity of the matter. Board Comments:

This is an important issue that warrants input from our residents Feedback from our residents will be valuable moving forward with decisions regarding this

topic Support from our residents was voiced through Cook County's referendum question

(2018); important to keep the discussion moving forward Motion to approve the ordinance as presented. Motion by Paul Hoefert, second by Michael A Zadel. Yea: Colleen E Saccotelli, Eleni Hatzis, Michael A Zadel, Paul Hoefert, Nay: Richard F Rogers, William A Grossi Final Resolution: Motion Passed Ordinance No. 6525 5 ADJOURNMENT Upon the conclusion of the vote, Mayor Juracek requested a motion to adjourn the Special Meeting. Trustee Zadel, seconded by Trustee Grossi moved to adjourn the meeting. The August 11th Special Meeting of the Village Board adjourned at 6:34 pm by unanimous roll call vote of the Village Board. The Joint Village Board and Finance Commission meeting commenced following adjournment. Respectfully submitted, Karen M. Agoranos Village Clerk

5

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Item Cover Page

Subject ACCOLADES

Firefighter/Paramedic Kevin Swat recognized forMABAS (Mutual Aid Box Alarm System) Swift WaterRescue Team deployment in the summer of 2019 Fire Department PromotionsTodd Novak as Battalion ChiefJon Schram as Lieutenant


Fiscal Impact false

Dollar Amount

Budget Source

Category MAYORS REPORT

Type Information Item

Information Alternatives

Staff Recommendation

ATTACHMENTS:

9

Item Cover Page

Subject List of Bills - July 29, 2020 to August 11, 2020 -

$1,995,192.49


Fiscal Impact

Dollar Amount

Budget Source

Category CONSENT AGENDA

Type Consent

InformationAttached is the List of Bills for August 11, 2020 - $1,995,192.49 Alternativesa) Approve the List of Bills for August 11, 2020 - $1,995,192.49b) Action at the discretion of the Board.

Staff RecommendationApprove the List of Bills for July 29, 2020 to August 11, 2020 - $1,995,192.49

ATTACHMENTS:List of Bills - August 11, 2020.pdf

10

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/665939/List_of_Bills_-_August_11__2020.pdf

VILLAGE OF MOUNT PROSPECT

List of Bills

July 29, 2020 ‐ August 11, 2020

Fund Vendor Name Invoice Description Amount

001 General Fund

3B Group LLC Grounds Maintenance Supplies 490.00$

A to Z Electric Co Refund Permit Fee RB20‐001276 (1903 Bonita) 100.00

ACS State & Local Government Solutions Illinois State Disbursement Unit 4,165.89

Addison Building Material Co. Streetlight Supplies and Materials 161.30

Aero Removals‐Trisons Inc Remains removal services ‐ June 2020 700.00

Air One Equipment, Inc. Parenti Helmet 182.50

Extrication and Firefighting Gloves 996.00

Extrication and Firefighting Gloves 336.00

New Battalion Chief Fronts 174.00

Allscape, Inc. Grounds Maintenance Services 2,037.17

Grounds Maintenance Services 2,037.17

Alvarez, Inc. Grounds Maintenance Services 575.47

Amazon Capital Services Reference binders for Records 443.06

Wall clock and batteries 31.78

Plantronics Hook Switch 22.80

Office Supplies ‐ July 2020 49.60

Office Supplies 49.69

6 pack of spray bottles 11.99

Computer equipment accessory 273.96

Thermometer 49.99

Credit memo as token of goodwill (13.60)


Webcam & Microphone for paramedic training 49.66


4 shower curtains for St. 12 43.96

USB Flash drives 169.90

Plantronics Hook Switch 19.85

American Landscaping Inc. Grass Cutting ‐ 109 N. Lancaster 2,350.00

Arlington Heights Ford Other supplies for new P‐38 385.00

Arthur Clesen, Inc. Forestry Equipment And Supplies 60.00

Axon Enterprise, Inc. Taser cartridges 1,987.50

Banner Sales and Consulting, Inc. Forestry Equipment And Supplies 440.00

Blue Cross Blue Shield of Illinois Refund Ambulance Service ‐ Winger 4/18/20 1,393.20

Bound Tree Medical, LLC. Gloves & thermometers 492.64

Cardno, Inc. Grounds Maintenance Services 795.78

Case Lots, Inc. Custodial Supplies 1,868.36

CDW LLC Cisco Account Adjustment (5,312.00)

CheckPoint Firewall Renewal 10/17/20 ‐ 10/17/21 17,080.00

Carbon Black Antivirus Renewal 7/6/20 ‐ 7/6/21 10,024.03


iPad Pro, Magic Keyboard, Warranty 393.02

iPad Pro, Magic Keyboard, Warranty 1,405.10

iPad Pro, Magic Keyboard, Warranty 160.74

Veritas Enterprise Vault ‐ Email Archive 7/16/20 ‐ 7/16/21 13,786.05

CIT Bank, N.A. Equipment Lease 388.79

Clifford‐Wald & Co., Inc. ‐ A KIP Company Equipment Maintenance 65.00

Engineering Supplies And Materials 266.28

Comcast Cable 7/18/20 ‐ 8/17/20 45.43

Cook County Government 2019 Second Install Property Tax Bill (10 S Pine) 7,254.09

Cook County Recorder of Deeds Recording Fees 3/31/2020 528.00

Cornerstone Partners Horticultural Services Landscape Maintenance 17,679.03

Corporate Identity Inc CPU supplies 826.28

Costar Realty Information, Inc. July billing period 2020 783.75

Crystal Court Shopping Center September rent for the CCC 6,323.82

Custom Installations Refund Contractor License CL20‐000340 200.00

CVS Pharmacy, Inc. Prisoner medication: #20‐4048 21.04

Des Plaines Material & Supply Inlet / Catch Basin Supplies Helena structures 610.80

Eckert, Lisa Newsletter and print design 2,230.00

Newsletter and print design 2,330.00

Newsletter and print design 975.00

Elite K‐9 Inc K‐9 Unit supplies 14.82

Page 1 of 9 11


List of Bills

July 29, 2020 ‐ August 11, 2020


001 General Fund (continued)

Emergency Medical Products Microdot solutions, forceps, mega mover chairs 357.35

Emergency Responder Products, LLC Radio holders and straps 196.34

Enterprise Community Partners Inc Assessment of Fair Housing Jan – July 2020 423.07

Experian Background checks ‐ July 2020 77.00

Fire Pension Fund Fire Pension 27,296.42

Flink Company Salt Spreader Parts And Supplies 522.32

Furr, Bryan Reimburse expenses: Food for K‐9 Alex 115.00

Garvey's Office Products 50qty‐ Clorox Healthcare Hydrogen Peroxide Disinfection Wipes 460.13


General Medical Devices, Inc. Replacement AED pads 244.62

Gordon Flesch Company, Inc. Quarterly Lease M120454 4,504.77

GF Monthly Lease Extension 1,529.77

Healy Asphalt Company LLC Patching Materials 333.94

Patching Materials 121.84







Hi‐Line Acquisition Company, LLC Custodial Supplies ‐ Electrical gloves 563.52

Home Depot U.S.A., Inc. Statement ‐ 06/22/20 ‐ 07/21/20 126.91

ICMA Retirement Trust ‐ 401 ICMA 401(A) 1,757.82

ICMA Retirement Trust ‐ 457 ICMA 457 34,635.22

Illinois American Water Company Water Service 2000 Kensington 8/1/20 ‐ 8/31/20 43.96

Illinois City Management ILCMA membership 526.25

Illinois Department of Revenue IL State Withholding 97.58

IL State Withholding 41,308.90

Illinois State Toll Hwy Authority Chicago Skyway tolls 04/01‐06/30/20 345.54

IMRF IMRF EFT July 2020 181,279.64

Voluntary Adj / Correction 1EE 131.49

Internal Revenue Service Federal Withholding 348.86

Federal Withholding 182,686.47

International Assoc for Property & Evidence, Inc. Course registration 395.00

Registration for class 370.00

International Union of Operating Engineers IUOE PW Membership Dues 1,356.36

Ipjian, Allen Refund Permit Fee RB20‐000640 (617 N Pine) 25.00

JD Pro Electric Refund Permit Fee RB20‐000148 (917 S Maple) 200.00

Journal & Topics Newspapers PZ12‐20 legal posting July 2020 171.57

PZ 13‐20 Public Legal Notice July 2020 171.57

PZ 14‐20 Public Legal Notice July 2020 153.51

KnowBe4, Inc. Security Awareness Training 10/15/20 ‐ 10/14/21 3,901.50

Kramer Tree Specialists Spraying services 141.25

LAFORCE, INC. Other Supplies 87.00

Landscape Concepts Management Inc Tree Removals 7,531.30

Laner Muchin, LTD June legal billing 2,210.18

LexisNexis Risk Data Management Inc. Background checks ‐ July 2020 150.00

Menard Inc. Training Supplies 32.14


Building Maintenance Repair Supplies ‐ Sta 13 102.87

Other Supplies 14.94

Building Maintenance Repair Supplies 133.87

Metro Federal Credit Union MP Fire Local 4119 Dues 2,558.08

Metropolitan Alliance ‐ Police MP Police Association Dues 1,430.00

Michael Wagner & Sons, Inc. Building Maintenance Repair Supplies ‐ Sta 14 155.33

Mid American Water of Wauconda, Inc. Inlet / Catch Basin Supplies 924.00

Midwest Groundcovers, LLC Flowers and Shrubs 2,056.65

Mobile Print Inc. Investigation jackets 572.30

Business cards 53.39

Mobilear Inc DOT Required Audiometric Testing 702.00

Monahan Law Group, LLC Telephonic legal consultation services 600.00

Page 2 of 9 12


List of Bills

July 29, 2020 ‐ August 11, 2020



Motorola Solutions, Inc. CC Analytics subscription 01/2020 to 12/2020 4,059.60

Mount Prospect Historical Soc. 2020 Budget Allocation ‐ August 2020 4,166.66

MX Utility Construction Inc Fiber Optic Install VH/Library MX Utility 1,300.00

Nationwide Mutual Insurance Company Nationwide 457 13,811.16

NICOR 1711 ‐ 6‐20 thru 7‐19 meter ‐ 3277674 38.89

1713 ‐ 6‐20 thru 7‐19 meter 3321904 38.89

1709 ‐ 6‐20‐ thru 7‐19 ‐ meter 3157607 38.89

Northeastern Ill. Pub. Safety Trng. Instructor 1 ‐ 08/08 ‐ 08/14 350.00

Instructor 1 ‐ 08/08 ‐ 08/14 350.00

FAE 9/14 ‐ 9/18 1,000.00

Northshore University Healthsystem Medical exam 75.00

Medical exam 765.00

Northwest Central 9‐1‐1 System NWCDS Move Circuit Comcast Network Upgrade 4,200.00

Northwest Electrical Supply St #12 outlets for beds 115.68

Office Depot, Inc. Office Supplies 132.72

Persino, Nina Reimbursement for training ‐ Salvation Army 20.00

Pesche's Flower Shop Forestry Equipment And Supplies 149.90

Petty Cash Police Petty Cash ‐ 7/31/20 90.60

Petty Cash ‐ FD ‐ July 2020 32.39

Police Pension Fund Police Pension 31,682.09

Propac, Inc. Patches and Stickers for Uniforms 960.64

Ramel, Andrew Safety Shoe Reimbursement 180.00

Rentokil North America, Inc. August pest control for the CCC ‐ location 783798 50.92

Spraying Services 509 Forest 110.00

Spraying Services 200 N William 110.00

Spraying Services 9 Marcella 110.00

Spraying Services 904 Quince Ln 110.00

Roger C. Merriman Headsets and splitter 485.95

RST Inc. Safety shoe purchase 127.49

Russo Hardware, Inc. Forestry Equipment And Supplies 317.87

Schroeder & Schroeder Inc Sidewalk Replacement 18,020.97

Secretary of State Notary Public Fee 10.00

Severino, Colette Refund Police Ticket P3970915 30.00

Sherrill Inc. Forestry Equipment And Supplies 399.90

Forestry Equipment And Supplies 419.90

Standard Equipment Company Broom segments for Leaf and Trackless machines 353.74

Staples Contract & Commercial, Inc. Office Supplies 748.27

State of Illinois ICN Primary Internet 6/1/20 ‐ 6/30/20 760.00

Street Cop Training Course registration 249.00

Symbolarts, LLC. Dept. challenge coins 4,681.25

Teletech Electric Inc Refund Permit Fee RB20‐001302 (502 Busse) 100.00

Terrace Supply Company Oxygen 214.42

TFK Inc Refund F&B Tax June 2020 overpayment 68.00

Thompson Elevator Inspections 4 Semi annual elevator inspections July 2020 148.00

TKB Associates, Inc. Conversion of Microfilm to Laserfiche 6,705.68

Conversion of Microfilm to Laserfiche, batch 5 2,658.90

TransUnion Risk and Alternative Data Solutions Inc Background checks ‐ July 2020 227.00

Uline Inc. Custodial Supplies 549.76

ET supplies & building supplies 476.36

Equipment maintenance supplies 72.55

United Parcel Service Miscellaneous shipping charges 10.62

Verizon Wireless Services LLC Cellular Service & Equipment Charges 6/20/20‐7/19/20 9,892.14

Village of Buffalo Grove 500 Isolation Gowns 2,275.00

Village of Mount Prospect Flex ‐ Medical 10,199.21

Fringe Benefit ‐ Auto 282.05

Warehouse Direct Hand sanitizer 383.90



Batteries and Paper 286.62

Binders & Dividers for Ambulance Reference Guides 139.68

Wicklander‐Zulawski & Associates Inc Course registration Level 1 ‐ Interview & Interrogation Technique 2,220.00

Page 3 of 9 13


List of Bills

July 29, 2020 ‐ August 11, 2020



Wicklander‐Zulawski & Associates Inc (continued) Course registration Level 1 ‐ Interview & Interrogation Technique 2,220.00

Course registration Level 1 ‐ Interview & Interrogation Technique 1,605.00

Wisconsin Department of Revenue WI State Withholding 574.49

Zac, Rebecca Reimburse training expenses 24.00

Zeymart LLC Refund F&B Tax June 2020 131.24

001 General Fund Total 740,695.43$

020 Capital Improvement Fund

CDW LLC PD & FD Printers and small MFPs 1,162.06$

Nicholas and Associates Maple Street Parking Deck Construction 21,250.47

Thomas Buckley Architect Inc Design for exterior deck replacement at 10 S Pine 2,000.00

020 Capital Improvement Fund Total 24,412.53$

023 Street Improvement Construction Fund

Mathew, Achen Sidewalk Square Reimb 208 Eric 375.00$

023 Street Improvement Construction Fund Total 375.00$

024 Flood Control Construction Fund

Cardno, Inc. Grounds Maintenance Services 1,250.99$

Maxx Contractors Corp Storm Sewer Repair Services 1,885.44

024 Flood Control Construction Fund Total 3,136.43$

025 Police & Fire Building Construction

Business Office Systems, Inc. New FD White boards 2,723.37$

Camosy Incorporated New PD Contractor payout July 2020 130,206.00

FGM Architects Inc. New PD Architect services May June 2020 290.00

G & J Associates, Inc. New sign for the building: Safe haven sign 64.60

025 Police & Fire Building Construction Total 133,283.97$

040 Refuse Disposal Fund

ICMA Retirement Trust ‐ 457 ICMA 457 115.12$



Internal Revenue Service Federal Withholding 2,667.94

International Union of Operating Engineers IUOE PW Membership Dues 122.38

McMaster‐Carr Supply Co Leaf Machines Parts And Supplies 222.26

Nationwide Mutual Insurance Company Nationwide 457 280.82

Standard Equipment Company Broom segments for Leaf and Trackless machines 1,214.26

United States Postal Service CAPS Postage ‐ July 2020 3,769.08

Village of Mount Prospect Flex ‐ Medical 228.33

Zarnoth Brush Works, Inc. Street sweeping side brooms 1,843.20

040 Refuse Disposal Fund Total 14,824.92$

041 Motor Fuel Tax Fund

ASTI Sawing Inc Sidewalk Maintenance 19,493.00$

Preform Traffic Control Systems, LTD. Pavement Marking Services 69,813.81


041 Motor Fuel Tax Fund Total 91,965.64$

046 Foreign Fire Tax Board Fund

Comcast 2000 E Kensington Rd Service 8/1/20‐8/31/20 93.46$

046 Foreign Fire Tax Board Fund Total 93.46$

Page 4 of 9 14


List of Bills

July 29, 2020 ‐ August 11, 2020


049 Prospect and Main TIF District

Cook County Government 2019 Second Install Property Tax Bill (215 Prospect) 4,527.07$

2019 Second Install Property Tax Bill (22 E Busse) 491.73

2019 Second Install Property Tax Bill (32 W Busse) 367.01

Illinois Tax Increment Assoc. Annual membership dues 7/1/20 ‐ 6/30/21 1,200.00

Nicholas and Associates Maple Street Parking Deck Construction 706,505.31

049 Prospect and Main TIF District Total 713,091.12$

050 Water and Sewer Fund

Alexander Chemical Water System Treatment Chemicals 28.95$

Alvarez, Inc. Grounds Maintenance Services 4,613.61

B&W Control Systems Integration, L.L.C. SCADA Control System Maintenance 282.63

SCADA Control System Maintenance 2,597.27

Backflow Solutions Inc Backflow Program Services 400.00

Badger Meter Inc Water meter Endpoint Fees 1,569.72

Baxter & Woodman, Inc. Sewer system Lift Station rehab 1,072.50

Professional Services 4,595.00

Sanitary sewer Lining project construction observation 6,225.00

Cornerstone Partners Horticultural Services Landscape Maintenance 3,828.30

Feeney, Sean Safety shoe purchase 82.50

G&L Contractors, Inc. Haul/Restoration Materials 22,529.54

Garvey's Office Products Office Supplies for meter shop 13.78

Gordon Flesch Company, Inc. Quarterly Lease M120454 588.81

Graybar Electric Co. Citel Surge protectors 459.44

HBK Water Meter Service 2020 Water Meter/Bldg Inspection Services 2,174.91

2020 Water Meter/Bldg Inspection Services 766.00

Healy Asphalt Company LLC Patching Materials 333.94








ICMA Retirement Trust ‐ 457 ICMA 457 1,030.59

Illinois Department of Revenue IL State Withholding 3,552.40



International Union of Operating Engineers IUOE PW Membership Dues 1,301.06

JJS Global Ventures Inc Equipment Maintenance 1,040.00

Maxx Contractors Corp Storm Sewer Repair Services 2,914.56

Nationwide Mutual Insurance Company Nationwide 457 1,038.01

NICOR Natural Gas ‐ 1 W WaPella ‐ 06/21‐07/20/20 121.98

Natural Gas ‐ 117 N Waverly ‐ 06/20‐07/20/20 120.53

Natural Gas ‐ 112 E Highland ‐06/21‐7/21/20 120.55

Ozinga Materials, Inc. Restoration Materials 870.50

PCM Sales, Inc. Battery back up for SCADA 914.94

Robinson Engineering, Ltd. Design and construction 2019 Water Main replacement 1,897.50

RST Inc. Safety shoe purchase 180.00


State Industrial Products Corporation Sanitary FOG program 515.00

Suburban Laboratories, Inc. Water Sample Testing 1,048.00

United States Postal Service CAPS Postage ‐ July 2020 4,473.09

Verizon Wireless Services LLC Cellular Service & Equipment Charges 6/20/20‐7/19/20 1,012.22


W. W. Grainger, Inc. Filters for pumping stations MCC's 177.12

Ziebell Water Service Products Valve Repair Parts And Supplies 72.00

Water System Treatment Chemicals 393.00

050 Water and Sewer Fund Total 133,008.17$

Page 5 of 9 15


List of Bills

July 29, 2020 ‐ August 11, 2020


051 Village Parking System Fund

ACS State & Local Government Solutions Illinois State Disbursement Unit 23.96$

DeMarr Sealcoating Inc Seal coating Services 1,675.00

ICMA Retirement Trust ‐ 457 ICMA 457 3.63


IMRF IMRF EFT July 2020 191.89






051 Village Parking System Fund Total 6,062.73$

052 Parking System Revenue Fund

ACS State & Local Government Solutions Illinois State Disbursement Unit 24.06$



IMRF IMRF EFT July 2020 192.30






052 Parking System Revenue Fund Total 3,013.65$

060 Vehicle Maintenance Fund

Advance Stores Company, Inc. Parts and Supplies 25.02$

Arlington Heights Ford Parts and Supplies 213.06

Parts and Supplies 6.74


Bamjak Inc Parts and Supplies 177.30







Chicago Parts & Sound LLC Parts and Supplies 309.94



Illinois Department of Revenue IL State Withholding 1,542.54




Just Tires Equipment Maintenance 57.50

Kaman Fluid Power LLC Parts and Supplies 30.01


MacQueen Equipment LLC Parts and Supplies 143.64



McMaster‐Carr Supply Co Parts and Supplies 446.79


Parts and Supplies (14.84)


Northwest Trucks, Inc. Parts and Supplies 41.14

Pomp's Tire Service, Inc. Parts and Supplies 332.24


Ronco Industrial Supply Parts and Supplies 294.62


Rush Truck Centers of Illinois, Inc. Parts and Supplies 190.51

Page 6 of 9 16


List of Bills

July 29, 2020 ‐ August 11, 2020


060 Vehicle Maintenance Fund (continued)

Rush Truck Centers of Illinois, Inc. (continued) Parts and Supplies 40.64






Tredroc Tire Services LLC Parts and Supplies 273.16

Verizon Wireless Services LLC Cellular Service & Equipment Charges 6/20/20‐7/19/20 258.99


Waytek, Inc. Equipment maintenance supplies 463.37

Wholesale Direct Inc. Parts and Supplies 278.54


Emergency light bulbs 164.61

Wickstrom Ford Lincoln Mercury Parts and Supplies 85.88


060 Vehicle Maintenance Fund Total 30,622.72$

061 Vehicle Replacement Fund

Kaman Fluid Power LLC Vehicle Equipment, Supplies & Services 224.92$

Vehicle Equipment, Supplies & Services 232.78

Vehicle Equipment, Supplies & Services 42.64

061 Vehicle Replacement Fund Total 500.34$

062 Computer Replacement Fund

CDW LLC Public Works Switches 13,323.72$

PD & FD Printers and small MFPs 1,944.85

Heartland Business Systems, LLC Phone Service Hardware and Implementation 1,749.67

062 Computer Replacement Fund Total 17,018.24$

063 Risk Management Fund

International Union of Operating Engineers PW Insurance Premiums ‐ September 2020 68,700.00$

Mount Prospect Public Library IMRF Health Insurance Deduction ‐ Aug 2020 563.14

Passi, Maureen Refund Plumbing Inspection Fee 1715 Rusty Dr 250.00

Ricker, Jeffrey PSEBA Reimbursement 7/1/20 ‐ 7/31/20 450.00

063 Risk Management Fund Total 69,963.14$

073 Escrow Deposit Fund

A to Z Electric Co Refund Escrow Permit #RB201276 (1903 Bonita) 100.00$

ABC Plumbing Heating Cooling Refund Escrow Permit #RB200864 (2021 Seneca) 100.00

AGT Electric Refund Escrow Deposit RB18‐000467 (903 Greenfield) 100.00

Alaimo, Michael Refund Escrow Permit #RB200314 (304 Westgate) 100.00

ARS of Illinois Plumbing & HVAC Refund Escrow Permit #RB200141 (214 Stratton) 100.00

Bielska, Katarzyna Refund Escrow Permit #RB200849 (810 Owen) 100.00

Black Diamond Refund Escrow Permit #RB200041 (421 Russel) 100.00

Blue Construction Corp Refund Escrow Permit #RB200687 (802 Greenwood) 100.00

Cangelosi, David Refund Escrow Permit #RB200891 (1811 Thornwood) 100.00

Capps Plumbing & Sewer Refund Escrow Permit #CB190287 (2000 Algonquin) 125.00

Chwala, Wojciech Refund Escrow Permit #RB200703 (1102 Meadow) 100.00

Cielinski, William Refund Escrow Permit #RB200835 (101 Hatlen) 100.00

Comsa, Gheorghe Refund Escrow Permit #RB180346 (1113 Sprucewood) 100.00

Cunningham, Terrence Refund Escrow Permit #RB200633 (1 Berkshire) 100.00

Davis, Brooke Refund Escrow Permit #RB200610 (19 Wa Pella) 100.00

De La Torre Concrete Inc Refund Escrow Permit #RB201068 (200 Eastwood) 100.00

Derbes, Ron Refund Escrow Permit #RB200992 (905 Pecos) 100.00

Digangi, Paul Refund Escrow Permit #RB200542 (10 Debbie) 100.00

Dreessen, Marie Refund Escrow Permit #CB200099 (864 Northwest Hwy) 100.00

Duane Blanton Plumbing & Sewer Refund Escrow Permit #RB200142 (12 Hatlen) 100.00

Page 7 of 9 17


List of Bills

July 29, 2020 ‐ August 11, 2020


073 Escrow Deposit Fund (continued)

Dzierzanowski, Artur Refund Escrow Permit #RB200620 (513 Main) 100.00

Eikersgil, Natalia Refund Escrow Permit #RB201100 (1427 Chestnut) 75.00

Euro Plumbing Refund Escrow Permit #CB190107 (1800 Knights Bridge) 125.00

Fasolo Electrical LLC Refund Escrow Permit #RB201306 (602 Wilshire) 100.00

Fortis Ground Werks Inc Refund Escrow Permit #CB190260 (303 Hawthorne) 200.00

Frystak, Alice Refund Escrow Permit #RB200641 (211 Hi Lusi) 100.00

G.W. Thiel Inc Refund Escrow Permit #RB201029 (420 Wa Pella) 100.00

GB Sprinkler Systems Inc Refund Escrow Permit #RB200293 (219 School) 200.00

Geraci, Phillip Refund Escrow Permit #RB200599 (1018 Lancaster) 500.00

Gibala, Lucja Refund Escrow Permit #RB201047 (1412 Hickory) 100.00

Goad, Daniel Refund Escrow Permit #RB201078 (1121 Crabtree) 50.00

Hajduk, Kenneth Refund Escrow Permit #RB201015 (513 Albert) 100.00

Hatzis, Nick Refund Escrow Permit #RB201142 (18 Wille) 100.00

Herrera, Tamara Refund Escrow Permit #RB200990 (609 Windsor) 100.00

Ipjian, Allen Refund Escrow Permit #RB200640 (617 Pine) 100.00

Iuhas, Bogdan Refund Escrow Permit #RB200823 (1804 Tano) 100.00

Refund Escrow Permit #RB200838 (1804 Tano) 100.00

J&S Plumbing Inc Refund Escrow Permit #RB200956 (307 George) 100.00

JD Pro Electric Refund Escrow Permit #RB200148 (917 S Maple) 100.00

JRS Concrete Construction Refund Escrow Permit #RB200974 (111 William) 100.00

K&K Concrete Refund Escrow Permit #CB200146 (1455 Picadilly) 200.00

Kadzielawska, Paulina Refund Escrow Permit #RB191484 (506 Sunset) 475.00

Kessell, Dennis Refund Escrow Permit #RB190993 (211 Kensington) 100.00

Klippert, William Refund Escrow Permit #RB201081 (225 Emerson) 100.00

Lee, Seung Refund Escrow Permit #RB191611 (1821 Palm) 100.00

Lila, Frieda Refund Escrow Permit #RB200859 (915 Elmhurst) 250.00

Maher, John Refund Escrow Permit #RB191420 (514 Wa Pella) 100.00

Marks Tuckpointing & Remodeling Inc Refund Escrow Permit #RB200477 (1763 Algonquin) 100.00

Refund Escrow Permit #RB200478 (1767 Algonquin) 100.00









Matteucci, Tom Refund Escrow Permit #RB200509 (920 Pecos) 100.00

MD Landscaping & Design Inc Refund Escrow Permit #RB200613 (128 Stratton) 100.00

MMI Electric Refund Escrow Permit #RB201264 (405 Crestwood) 100.00

Parker & Company Refund Escrow Permit #RB191827 (503 Council) 250.00

Perfect Lawn & Snow Removal Inc Refund Escrow Permit #RB200968 (313 Marcella) 100.00

Perma Seal Basement Systems Refund Escrow Permit #RB200100 (703 Cathy) 100.00

PMJ Contracting Refund Escrow Permit #RB190927 (405 Na Wa Ta) 450.00

Ricks Sewer & Drain Refund Escrow Permit #RB201120 (419 Main) 100.00

RJ Concrete Inc Refund Escrow Permit #RB200731 (749 Whitegate) 100.00

Roy R Erickson LLC Refund Escrow Permit #RB191828 (408 Elm) 100.00

Ruffolo, Tony Refund Escrow Permit #RB200397 (1800 Rusty) 500.00

Rush, Gerald Refund Escrow Permit #RB200780 (608 Carol) 100.00

S&S Electrical Services Inc Refund Escrow Permit #RB201161 (1414 Redwood) 100.00

Shah, Amit Refund Escrow Permit #RB200697 (1486 Dearborn) 100.00

Skor Construction Inc Refund Escrow Permit #RB200156 (1108 Lincoln) 100.00

Slesicki, Eleanor Refund Escrow Permit #RB200970 (814 William) 100.00

Smithe, Gary Refund Escrow Permit #RB200545 (1213 Robin) 100.00

Sun Badger Solar LLC Refund Escrow Permit #RB200398 (304 Albert) 100.00

Sunrun Installation Services Refund Escrow Permit #RB190933 (1836 Locust) 100.00

Refund Escrow Permit #RB200061 (106 Can Dota) 100.00

Szymanek, Krzysztof Refund Escrow Permit #RB191618 (911 Albert) 250.00

Tang, Alex Refund Escrow Permit #CB190372 (1750 Golf) 350.00

Teletech Electric Inc Refund Escrow Permit #RB201302 (502 Busse) 100.00

Third District Circuit Court Bond Check Traffic 7/30/20 1,325.00

Page 8 of 9 18


List of Bills

July 29, 2020 ‐ August 11, 2020


073 Escrow Deposit Fund (continued)

Third District Circuit Court (continued) Bond Check Traffic 8/6/20 100.00

TMW Enterprises Paving & Maintenance Refund Escrow Permit #RB200996 (302 Wa Pella) 100.00

Victor, Vicky Refund Escrow Permit #RB201021 (808 Owen) 100.00

Viers, David Refund Escrow Permit #RB200700 (1512 Thayer) 100.00

V‐Tek Refund Escrow Permit #RB191454 (123 Emerson) 500.00

Yoder, Nicolas Refund Escrow Permit #RB200589 (110 Russel) 100.00

Z3 Solutions Refund Escrow Permit #CB200016 (1601 Feehanville) 300.00

073 Escrow Deposit Fund Total 13,125.00$

Grand Total 1,995,192.49$

Page 9 of 9 19

Item Cover Page

Subject Motion to waive public bidding and accept proposal for

a new tower and microwave antenna link by CriticalTechnologies for the Public Works / EmergencyOperations Center building at 1700/1720 W. CentralRoad, in an amount not to exceed $55,951.50.


Fiscal Impact true

Dollar Amount 55951.50

Budget Source Computer Replacement Fund

Category CONSENT AGENDA

Type Consent

Information

The Village is pursuing a project to network the Emergency Operation Center (EOC) &Public Works facilities at 1720 and 1700 W. Central Road via a wireless microwave linkfrom the downtown water tower. Currently, the EOC & Public Works buildings areconnected via fiber which travels through the 112 E. Northwest Highway former PublicSafety building and Block 56/Chase Bank site. Due to the fiber being owned by Wide OpenWest (and not the Village) and the relocation of the Fire and Police, rerouting the existingfiber link is not a viable solution. The wireless solution being considered will requirereplacement of the existing antenna tower on the roof of Public Works.

The current tower is original to the building. The new 79 foot tower will be constructed inthe existing spot and is approximately 40 feet taller to provide adequate line of sight foroptimal up time. The antenna needs a clear line of sight from the building to the watertower, taking into account any buildings and topography in between. Additional details onthe line of site and topography, demonstrating the need for the antenna height, is includedin the attached Infrastructure Plan. The antennas are very reliable (meaning extremely lowdowntime) and are currently in use to connect both Fire Stations 12 & 14 to the Villagenetwork.

20

Staff is recommending the tower vendor, Critical Technologies, and to waive the biddingrequirements due to the complexity of the project related to both procuring and installing anew tower, along with wireless antenna setup. Critical Technologies has performed work forthe Village in the past and their work was performed satisfactorily. In addition, they haveperformed work similar in scale and scope to this project for other customers. The projecttimeline is also constrained; the EOC & Public Works wireless link needs to be completedbefore this winter due to Block 56 redevelopment and its resulting demolition of the now-vacant public safety building. The total cost of this project is not to exceed $55,951.50(10% contingency included) and also has minimal ongoing maintenance, making it an idealsolution to connect distanced facilities. The existing radio antennas on the existing towerwill be relocated to the new tower as part of this project.

The design of this structure offers an antenna life expectancy of 8-10 years and a tower lifeexpectancy of 20+ years. It was the Village's desire to install private underground fiberlines connecting this building to the Village network. However, this project has asignificantly higher cost and lengthy timeline due to permitting through Illinois Departmentof Transportation and Union Pacific Railroad due to the construction locations. Thisantenna tower solution allows the Village to postpone private underground fiber installation(and associated cost) to future years, without loss of connectivity.

Please see attachments for technical details on the antennas and tower.

Alternatives

Accept proposal for a new tower and microwave antenna link at Public Works/EOC(1700 and 1720 W. Central Road) by Critical Technologies, in an amount not toexceed $55,951.50.

1. Action at discretion of Village Board.

Staff RecommendationStaff recommends approval in order to safely and effectively maintain a networkconnection to the Public Works and EOC facilities. ATTACHMENTS:Infrastructure Plan - PW Roof Tower 80ft to Mount Prospect Water Tower.pdfEstimate and BOM.pdfRooftop Cable Entry System.jpgVoMP Roof Cable Entry Recommendations.JPG

21

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/664726/Infrastructure_Plan_-_PW_Roof_Tower_80ft_to_Mount_Prospect_Water_Tower.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/664727/Estimate_and_BOM.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/664728/Rooftop_Cable_Entry_System.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/664729/VoMP_Roof_Cable_Entry_Recommendations.pdf

1

Village of Mount ProspectMicrowave Communication Infrastructure Plan

Rev 8 - 2020Elevated tank to Public Works Facility

13 July 2020Donald Peters

Organization: The CTSi GroupPhone: 630-737-1082Email: [email protected]

mile

s

miles

center = 42.06444N 087.92828W

0.0-1.0-2.0

0.0

Cambium Networks - LINKPlanner

Mount Prospect Village Hall

Mount Prospect WT

Station 14

Station 12

MT Prospect PW Roof Tower

NWC

22

2

Project Summary

Project: LinkPlanner Rev 8 - 2020

General InformationCustomer Name Village of Mount Prospect Rev .7 - 2020Company Name The CTSi GroupAddress 1247 Warren Avenue

Downers Grove, Illinois 60515Phone (630) 737-1082Cell PhoneEmail [email protected]

23

3

PROPOSED --- MTProspect PW RoofTower 80 to Mount

Prospect WTEquipment: Cambium Networks PTP18820S (Narrow) - 1+0

Cambium Networks 1ft Single Pol (Global)N180082D031 - Direct @ 80 ft

Cambium Networks 1ft Single Pol (Global)N180082D031 - Direct @ 100 ft

0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.8 0.9 1 1.1 1.2 1.3 1.4Range on path (miles)

660670680690700710720730740750760770780790

Heig

ht A

bove

Sea

Lev

el (f

eet)

MT Prospect PW Roof Tower Mount Prospect WT

Cambium Networks - LINKPlanner660670680690700710720730740750760770780790

Heig

ht A

bove

Sea

Lev

el (f

eet)

Performance to MT Prospect PW RoofTower Performance to Mount Prospect WT

Mean IP 527.06 Mbps 527.06 MbpsIP Availability 100.0000 % for 150.0 Mbps 100.0000 % for 150.0 Mbps

Link SummaryLink Length 1.450 mi. System Gain Margin 48.76 dBBand 18 GHz Mean Aggregate Data Rate 1054.11 MbpsRegulation FCC Annual Link Availability 100.0000 %Modulation Adaptive Annual Link Unavailability 0 secs/yearBandwidth 80 MHz Frame Size 1518 BytesTotal Path Loss 125.44 dB Prediction Model Vigants-BarnettSystem Gain 174.20 dB

24

Performance Charts

0 200 400Capacity (Mbps)

99.99999%

99.999%

99.9%

90.0%

Avai

labi

lity

Performance to MT Prospect PW Roof Tower

0 200 400Capacity (Mbps)

99.99999%

99.999%

99.9%

90.0%

Avai

labi

lity

Performance to Mount Prospect WT

Climatic Factors, Losses and Standards

Terrain Roughness 20.00 feet Excess Path Loss 0.00 dBClimatic Factor

1.5Annual 2-wayAvailability 100.0000 %

C Factor4.94

Annual 2-wayUnavailability 0 secs/year

Temperature 48.3° F Rain Availability 100.0000 %Value of K Exceeded for99.99% (ke) 0.40 Rain Unavailability 0 secs/yearExcess Path Loss at ke 0.00 dB Atmospheric Gasses ITU-R P.676-7, ITU-R P.835-40.01% Rain rate 41.01 mm/hr Diffraction Loss ITU-R P.526-14Free Space Path Loss 125.25 dB Propagation Vigants-BarnettGaseous Absorption Loss 0.19 dB Rain Rate ITU-R P.837-5Profile Type Line-of-Sight Refractivity Index ITU-R P.453-9

25

EstimateDate

8/7/2020

Estimate #

3182511

Name / Address

Village of Mount ProspectAccounts Payable50 S. Emerson StreetMount Prospect, IL 60056

1247 Warren AvenueDowners Grove, Il. 60515

This estimate shall be good for a period of 60 days unless otherwise noted.

Signed and Accepted: ______________________...

Total

Date:

Description Qty Cost Total

Elevated Tower Services - Removal of antennas and transmission lines from existing rooftop towerat Village of Mount Prospect Public Works Facility. Decommissioning and removal of 39' tower and3 x guy lines from roof. Installation of new 79' Rohn 45G tower, tower base plate and guy lines asper Rohn specification. Existing guy anchors to be reused if possible.

Installation of side arm assembly for Rohn 45G antenna. Removal and installation of existing 5antennas at current installed elevations. Cable shall be protected during this process howeverclient accepts that replacement may become required and will be billed outside of this agreement.

Installation of 2 x Rooftop Cable Entry Enclosures, EDPM cable boots, cable entry cushions, #6THHN ground wire, #6 dual mechanical ground lugs, #2 solid ground system exothermicinterconnect.

*** Process with require openings to be created in the existing rooftop material. Client isresponsible to contract with a licensed roofing provider repair and restore roof seal. ***

26,735.00 26,735.00

Page 126

EstimateDate

8/7/2020

Estimate #

3182511

Name / Address

Village of Mount ProspectAccounts Payable50 S. Emerson StreetMount Prospect, IL 60056

1247 Warren AvenueDowners Grove, Il. 60515

This estimate shall be good for a period of 60 days unless otherwise noted.

Signed and Accepted: ______________________...

Total

Date:

Description Qty Cost Total

Microwave Communications Circuit - FCC Licensed microwave solution 1 + Gbps bandwidth Installation of 18 GHz low latency PTP microwave solution between elevated tank and PublicWorks facility. Includes unmanaged network switching appliance and interconnection at elevatedtank (within existing NEMA enclosure) to microwave link to Village Hall. Includes cabling at PublicWorks to nearest IDF, free air run. Estimate includes 2 x CAT5E STP full screen cables, 2 x 1'high performance PD antenna, 2 x Cambium PTP820s ODU, 2 x GSS lightning protection units, 4 xgrounding kits and 2 x 120VAC PSUs. Client to provide physical access, 120 VAC service andgrounding system access at both sites. This estimate is exclusive of any structural engineering,application fees, permitting or inspections if required by the Village.

Link Details: FCC 18 GHz - 1.054 Gbps aggregate - 99.999% uptime

LFC (Frequency Coordination) and FCC Filing Services, full testing, documentation and installlabor included.Anticipated Bill of Materials: 2 x FCC LFC Site fee 1 x FCC LFC Link Protection - 5 Years 2 x Cambium PTP820s ODU 2 x Cambium 500M Capacity Key 2 x Cambium Andrew Par. Dish High Performance / NM Interface 18GHz 2 x Cambium Surge Suppression Unit 2 x Polyphaser ALPU F140 4 x Cambium Glands Kit 6 x Cambium Grounding Kit 8 x Superior Essex Cat5e or Eqv. STP UV Full Screen cables 2 x Cambium PIDU AC 1 x 2.38" HD Mast 72" 2 x Andrew P2P Pipe Clamp Set 8 x Times Microwave Weather Sealing Kits

24,130.00 24,130.00

Sales Tax 8.00% 0.00

Page 2

_________________________________...

$50,865.00

27

Item Cover Page

Subject 1st reading of AN ORDINANCE APPROVING A THIRD

AMENDMENT TO THE REDEVELOPMENT AGREEMENTFOR THE MAPLE STREET LOFTS DEVELOPMENTCOMPRISING A PART OF THE PROSPECT AND MAIN TIFDISTRICT OF THE VILLAGE OF MOUNT PROSPECT,ILLINOIS


Fiscal Impact true

Dollar Amount $1,512,896

Budget Source Prospect and Main TIF and Sales Taxes generated by AngeloCaputo's Fresh Market

Category NEW BUSINESS

Type Action Item

Information

Nicholas and Associates (NA) continue to make steady progress on theconstruction of the Maple Street Lofts project at the southwest corner of ProspectAvenue and Maple Street. They are up to the fourth floor of Building A and havemade significant progress on utility/site work for the remainder of the project.Staff has been working with NA for the past several months to recruit a groceryuser to the project and to finalize key development details that would require anamendment to the existing Redevelopment Agreement (RDA).

Angelo Caputo’s Fresh Markets (Caputo’s)

Residents have historically ranked the desire to locate a grocery store in ourdowntown district as a top priority. Towards that goal, NA has been working withCaputo’s for the past several months to have them locate in the entire 15,000square feet of retail that is on the first floor of Building A. Caputo’s has been inbusiness in the Chicagoland area since 1958 and currently operates 7 full scale

30

groceries throughout the west and northwest suburbs. Their typical grocery sizeranges from 60,000 to 100,000 square feet, so this proposal for a smallerneighborhood market would be a new concept for the company.

While Caputo’s is very interested in rolling out their new concept in downtownMount Prospect, structuring a market rate deal is infeasible given the dynamics ofthe grocery business and the cost of constructing the new retail space in a mixed-use building. Groceries that are located in typical shopping center space generallypay significantly less rent than other retailers in those centers. Landlords arewilling to subsidize the grocer’s rent because they serve as an anchor tenant thatattracts other retailers that pay higher rents due to the foot traffic that the grocerygenerates. Given that they would occupy all of the MSL retail space, NA cannotafford to subsidize their rent as they have no other tenants to spread the costonto. Therefore, NA is requesting that the Village provide financial assistance inthe amount of $1,512,896 to incentivize Caputo’s to locate in the MSL project.

The proposed incentive package would be funded through three key sources. TheVillage would pay 1/3 of the cost of the grocery build out (NA and Caputo’s wouldalso each pay 1/3 of this cost). The Village’s share of the build out (capital) costsis $629,708, and would be paid for with $300,000 in TIF funds at the time acertificate of occupancy is issued for Caputo’s, as well as with TIF incrementgenerated by the MSL project in the amount of $329,708. The remaining$883,188 of the incentive is for operating cost assistance and would be paidthrough sales taxes generated by Caputo’s over the first ten years of operation(not to exceed the incentive amount). Caputo’s would only receive these pay-as-you-go funds if they generate the revenue from their grocery operations.

While the incentive request is significant, it would enable the Village to locate ananchor retail tenant in the downtown district that would provide residents with ahighly desired grocery use. Staff recommends that the Village Board support therequested incentive package. Attached is an analysis of NA's incentive requestcompleted by SB Friedman Development Advisors that supports the proposal aspresented, and notes that without financial assistance this project would beunlikely to occur in downtown Mount Prospect.

Staff researched what other local communities have offered grocery stores tolocate in their municipalities and found several examples. Des Plaines gave

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Mariano’s $875,000 to locate at the NE corner of Golf Rd. and Mount Prospect Rdthat was funded by a 50%/50% split of sales taxes generated by the store. Prospect Heights gave Ulta Foods/Tony’s Fresh Market $2.9 million of sales taxesover a 15 year term to locate on Rand Rd. Lombard also gave Mariano’s a $3million sales tax incentive to construct a new store at the SE corner of RooseveltRd. and Finley Rd. Buffalo Grove recently agreed to provide a $7 million sales taxpackage to Woodman’s Food Market on Deerfield Parkway.

Other RDA Items

In addition to the proposed incentive request, the RDA will need to be amended torevise the project timeline (Exhibit M of the RDA) and to finalize utility and accesseasements on the property. NA has requested to modify the project timeline toextend the completion of the project by 12 – 18 months for Building D and therowhome components of the project due to the impact that the pandemic has hadon market demand. The easement documentation clarifies maintenanceresponsibilities for underground utilities and provides public access rights over theprivate roadways on the project.

Staff Recommendation: Staff recommends waiving the rule requiring tworeadings of an ordinance to approve the 3rd amendment to the RedevelopmentAgreement for the Maple Street Lofts. The amendment will result in a high qualitygrocer in the downtown district and reconciles the construction schedule for delaysdue to the pandemic.

Alternatives1. Approve the third amendment to the Maple Street Lofts' RedevelopmentAgreement.2. Discretion of the Village Board.

Staff RecommendationStaff recommends that the Village Board approve the third amendment to the Maple StreetLofts' Redevelopment Agreement.

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ATTACHMENTS:MSL Caputo Deal Review Memo - 2020_07_29.pdfRevised_RDA_Exhibit_M_Construction_Commencement_and_Completion_Deadlines.pdfDeclaration_of_Cross_Easements_and_Cost_Sharing_Provisions.pdfThird Amendment to RDA for Maple Street Lofts.pdfVillage of Mt Prospect_Community Development_Ordinance Authorizing Third Amendmentto RDA_ re_ Mapl.pdf

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https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/664580/MSL_Caputo_Deal_Review_Memo_-_2020_07_29.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/666814/Revised_RDA_Exhibit_M_Construction_Commencement_and_Completion_Deadlines.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/667127/Declaration_of_Cross_Easements_and_Cost_Sharing_Provisions.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/667510/Third_Amendment_to_RDA_for_Maple_Street_Lofts.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/667671/Village_of_Mt_Prospect_Community_Development_Ordinance_Authorizing_Third_Amendment_to_RDA__re__Mapl.pdf

SB Friedman Development Advisors 312 424 4250 221 N LaSalle St Suite 820 Chicago IL 60601 sbfriedman.com

MEMO To: Bill Cooney, Village of Mount Prospect From: Geoff Dickinson, AICP, SB Friedman Development Advisors (312) 384-2404, [email protected] Date: July 29, 2020 RE: Preliminary Financial Review – Maple Street Lofts – Caputo’s Request for Village Financial Support

SB Friedman Development Advisors (SB Friedman) was engaged by the Village of Mount Prospect (the “Village”) to assist the Village in evaluating and facilitating a responsible public private partnership to secure an Angelo Caputo’s Fresh Markets store (“Caputo’s”) in the Maple Street Lofts development (“MSL” or the “Greater Redevelopment”) in downtown Mount Prospect. SB Friedman previously supported the Village in conducting a preliminary financial review of the MSL project, a new construction mixed-use development.

Project Overview MAPLE STREET LOFTS MSL includes multifamily apartments, ground floor retail space, townhomes, a Village-owned parking deck, privately-owned structured parking spaces, and surface parking. MSL is being developed by Wingspan Development Group in partnership with Nicholas & Associates, Inc. (collectively, the “Developer”). The Developer is proposing a grocer use for all of the ground floor retail space in MSL, with Caputo’s as the tenant (the “Project”). The Greater Redevelopment is located on the block bounded by East Prospect Street, South Maple Street and East Lincoln Street in downtown Mount Prospect (the “Site”). The Site is located in the Prospect and Main Tax Increment Financing (“TIF”) District. The TIF was established in 2017 and has multiple sources of revenue and obligations (e.g., redevelopment agreements, bonds). The roughly $100 million Greater Redevelopment is located on the approximately 6.5-acre Site and is part of the Village’s ongoing efforts to revitalize the downtown area. The Village of Mount Prospect Downtown Implementation Plan, Volume 2: Vision & Implementation (the “Plan”) adopted in 2013 provides a vision for key sites downtown. The Plan articulates a community desire and need for a grocery store downtown. The Site is located approximately one-block east of the Mount Prospect Metra Station and is a good location for higher-density, transit-orientated development (TOD). The Greater Redevelopment will likely enhance downtown Mount Prospect and the Project presents an opportunity to address the need and desire for a grocery store in downtown. The Village in 2019 allocated TIF financial assistance to support the MSL project. The Village provided $3 million to relocate prior property owners of a portion of the Site to another location in the Village and $7 million for the construction of the new Village-owned parking garage. In addition, the Developer received a commitment from the Village to reimburse them with incremental property taxes for approximately $2 million for stormwater infrastructure and detention to support the Greater Redevelopment. The Village TIF financial assistance for stormwater infrastructure for MSL was memorialized in a redevelopment agreement with the Developer dated April 9, 2019 (the “Redevelopment Agreement”). At the time of the Redevelopment Agreement, the Developer did not have specific retail tenants identified. The Developer began construction of MSL and has been marketing the retail space with a goal of attracting a grocery tenant.

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mailto:[email protected]

Village of Mount Prospect / MSL Caputo’s Deal Review

SB Friedman Development Advisors 2

The Developer identified and negotiated with Caputo’s to be that grocery tenant (the “Tenant”) and has now requested additional financial assistance from the Village in the form of TIF assistance.

Project Characteristics The Project is located in Building A of MSL at the southeast corner of Maple Street and Prospect Avenue. The Tenant would occupy all 15,117 square feet (SF) of ground floor retail space in the mixed-use building. In addition to ground floor retail, the building contains 192 luxury apartment units on floors 2-7. PROJECT SCHEDULE Building A is currently under construction with first apartment occupancies anticipated in Spring 2021. The Developer is seeking to have the Caputo’s open in Spring 2021 as well. According to the Letter of Intent between the Developer and Caputo’s for the ground floor retail space dated May 26, 2020, the planned store opening/lease commencement date is May 1, 2021. More information on the Greater Redevelopment can be found in SB Friedman’s Preliminary Financial Review – Maple Street Lofts memo dated April 8, 2019. ANGELO CAPUTO’S FRESH MARKETS The Developer has identified Angelo Caputo’s Fresh Markets as the grocery tenant for the approximately 15,000 SF of ground floor retail space. The location, visibility, accessibility, and available parking make this site attractive for a grocery store. Furthermore, clientele for the Tenant includes the Village as a whole, residents of MSL, and commuters using the nearby Metra stop. Caputo’s opened their first store more than 50 years ago in the Chicago suburbs and now has seven locations throughout the western suburbs. Across their seven stores, the company generates approximately $137M in annual sales1. DEVELOPER’S REQUEST The Developer requested TIF reimbursement assistance to offset buildout costs and to reduce the Tenant’s rent for 10 years. In order to make the grocery aspect of MSL financially feasible, the Developer requested the following TIF assistance from the Village:

1. Capital Cost Assistance - $680,085 at temporary certificate of occupancy (TCO) to fund a portion of the costs required to build out the Tenant space; and

2. Operating Cost Assistance - $883,188.79 over ten years to reduce the rent to a level supportable by a downtown grocery store.

In sum, the Developer requested $1,563,273.79 in Village financial support. SB Friedman has reviewed the following materials to evaluate the public private partnership between the Village and the Developer:

From the Village:

• Overall TIF district financial model

1 Dun & Bradstreet

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From the Developer: • Letter of Intent between the Developer and the Tenant for the MSL ground floor retail space • Caputo’s rent summary • Building A site plan • Caputo’s renderings • Financial update from June 17, 2020

o Tenant improvement table o Projected gross rents table o Rent gap table o Documents from original TIF submittal

Sources and uses table 10-year cash flow model EAV analysis and projections

TENANT IMPROVEMENT CAPITAL COST BUDGET The Project capital cost budget is $1,889,125, approximately $125/SF. As shown in Figure 1, the Developer proposed that the Tenant, Developer, and TIF will contribute toward capital costs. Figure 1. Tenant Improvement Capital Cost Summary

Contributor Contribution Tenant $604,520 Developer $604,520 TIF $680,085 Total Tenant Capital Costs ($125/SF) $1,889,125

Source: Nicholas & Associates, Inc., and Wingspan Development Group As currently proposed by the Developer, the Developer and Tenant would each pay 32% ($604,520) of the capital costs. Meanwhile, the Developer requested TIF assistance equal to 36% of the Capital Cost ($680,085) from the Village. OPERATING COST SUMMARY The Developer requested approximately $883,200 over ten years in annual TIF assistance to reduce the rent cost to Caputo’s. The Developer is intending to enter into a ten-year lease with the Tenant, and the Developer requested ten years of Operating Cost support. As shown in Figure 2, the rent per SF that the Developer anticipates from the Tenant is significantly less than what is required for financial feasibility. The Tenant can afford $7/SF of net rent Year 1, with a 3% escalation annually. The Developer needs $12.50/SF in Year 1, approximately $188,963. Therefore, the first year gap is approximately $83,143, $5.50/SF. The annual financial assistance from the Village to offset this rent gap is referred to in this memo as the “Operating Cost Assistance.” For the ten years of Operating Cost Assistance and adjusting for inflation, the Developer is seeking approximately $883,200. Figure 2. Rent Gap Summary

Year SF Rent PSF Tenant Rent PSF Gap Rent PSF TIF Support 1 15,117 $12.50 $7.00 $5.50 $83,143 2 15,117 $12.78 $7.21 $5.57 $84,276 3 15,117 $13.08 $7.43 $5.65 $85,417 4 15,117 $13.38 $7.65 $5.73 $86,564 5 15,117 $13.68 $7.88 $5.80 $87,717 6 15,117 $13.99 $8.11 $5.88 $88,876

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7 15,117 $14.31 $8.36 $5.96 $90,040 8 15,117 $14.64 $8.61 $6.03 $91,209 9 15,117 $14.98 $8.87 $6.11 $92,383 10 15,117 $15.32 $9.13 $6.19 $93,560

Total TIF Support $883,189 Source: Nicholas & Associates, Inc., and Wingspan Development Group TIF ELIGIBLE COSTS The Village can only provide TIF financial assistance as a reimbursement for specific TIF-eligible costs as defined by state law. In the Redevelopment Agreement, the Village committed approximately $2.2 million in TIF support for stormwater system improvements. For this Project, the Developer requested $1.6 million in TIF support. In total, the Developer requested approximately $3.8 million in TIF assistance from the Village for the MSL project. As shown in Figure 3 below, there are approximately $14.6 million in budgeted TIF eligible costs for the MSL project. Therefore, the MSL project appears to have sufficient TIF eligible costs for both the stormwater system improvements and the Project. Per state law, the Village will need the Developer to prove that those costs have been incurred and paid before they can reimburse with TIF funds. Figure 3. MSL Planned TIF Eligible Costs

Use Cost Hard Costs (site development) $2,650,532 Soft Costs $8,000,000 Finance & Interest $4,600,000 Total TIF Eligible Costs $14,650,532

Source: Nicholas & Associates, Inc., and Wingspan Development Group

TIF District Financial Condition The Prospect and Main TIF District has supported multiple projects with TIF funding in recent years in the. The Village has developed a master financial model for the TIF district that includes all actual and projected incremental property tax revenues and land sale proceeds as well as TIF district financial obligations (per redevelopment agreements, bond obligations). We reviewed the model provided by Village staff and concluded that, while the long term health of the TIF district looks reasonably good, in the near term, the TIF fund cannot afford to make another large upfront outlay like the $680,000 payment requested by the Developer. We recommend that the Village provide some up-front financial assistance but that the Village seek to provide roughly half of the requested assistance on a pay-as-you-go basis to mitigate Village financial risk.

Capital Cost Assistance The Developer has requested approximately $680,000 in Village TIF assistance at TCO of Caputo’s to offset a portion of the capital costs associated with the buildout of the Caputo’s space (the “Capital Costs”). The Developer and Tenant have proposed to each pay 32% ($604,520) of the Capital Costs. We recommend the Village contribute one-third of the actual Capital Costs, not to exceed $629,708. Given the near-term fiscal condition of the TIF district, SB Friedman recommends the Village seek to provide $300,000 at TCO. This can likely be funded from land sale proceeds associated with the planned new Chase Bank building at 2 Northwest Highway. We recommend the Village seek to support the remaining $329,708 from in-PIN TIF increment from the Greater Redevelopment on a pay-as-you-go basis.

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As shown in Appendix B-1, the MSL project is expected to generate $19.8 million (undiscounted) in in-PIN total TIF revenue from 2019-2041. SB Friedman’s Preliminary Financial Review – Maple Street Lofts memo dated April 8, 2019, previously projected the MSL project to generate $23.8 million (undiscounted) in in-PIN total TIF revenue from 2019-2041 (“Initial TIF Projections”). After updating the Initial TIF Projections for 2019 tax rate assumptions, the larger ground floor retail SF (from 14,000 SF to 15,117 SF), the decreased retail EAV assumption for a grocer use (from $28/SF to $20/SF), and the updated project schedule, the Greater Redevelopment appears to generate approximately $4 million (undiscounted) less in in-PIN total TIF revenue from 2019-2041 than the Initial TIF Projections. Nonetheless, the MSL project appears to generate sufficient incremental property taxes to pay for the stormwater infrastructure as obligated in the Redevelopment Agreement and the remaining $329,708 Caputo’s Capital Cost Assistance. As written in the Redevelopment Agreement, the Village is committed to providing TIF assistance from in-PIN increment at the Greater Redevelopment as available (and, if not available, then from the Village general fund) for up to approximately $2 million for stormwater infrastructure. We recommend the Village support the remaining $329,708 Capital Costs on a pay-as-you-go basis from the TIF increment generated from the Greater Redevelopment, after the Village has paid their existing obligation from the RDA.

Operating Cost Assistance The Developer requested $883,188 for Operating Cost Assistance over ten years. Instead of committing TIF assistance, SB Friedman recommends the Village use a sales tax rebate based on Tenant sales to fund the requested Operating Cost Assistance. As shown in Appendix C-1, it appears the sales tax rebate from Tenant sales at the Project will likely be short of the Developer’s requested amount of Operating Cost Assistance. However, sales tax revenue available for rebate in the first ten years appears to support more than 90% of the Operating Cost Assistance request. Further, if the Tenant outperforms the assumptions in the projections slightly, sales tax revenue generation appears to be sufficient to support the requested Operating Cost Assistance. Given the limited TIF fund availability, a sales tax rebate seems to be the better option to mitigate financial risk to the Village and still substantially or entirely address the need for Operating Cost support for the Project. While in most years, the sales tax revenue available for rebate at the Project is projected to be a few thousand dollars short of the annual Developer’s ask, there appears to be a larger gap in Year 1. According to the Letter of Intent, the lease for the ground floor retail space will start May 1, 2021. In Year 1, the Tenant will occupy the space for eight months out of the year. Therefore, the Operating Cost Assistance request should be prorated to the eight months for Year 1. Moreover, we have assumed a ramp up period for the sales equal to 80% typical sales for the first eight months. Furthermore, we have assumed a three-month lag for the sales tax distribution for the time it takes a consumer to pay the sales taxes, the Tenant to transmit those sales taxes to the State Department of Revenue and then for the State of Illinois to transfer a share of those sales taxes back to the Village. In Year 1, accounting for the eight months the store is open, sales ramp up, and three-month lag, the Village sales tax revenue is projected to be $20-30,000 less than the Developer’s prorated request. Therefore, in Year 1, the Village may want to consider using other funds to support the Developer’s request. We recommend the Village seek to provide a ten-year, 100% rebate of all sales taxes generated by the Tenant not to exceed $883,189 (Developer’s request) as sales taxes are available for distribution. If the store performs slightly better than projected, the sales tax revenue available for rebate appears to meet the Project’s need.

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Conclusions and Recommendations SB Friedman analyzed the Developer’s request for Village support. Based on the Plan, there is a strong desire for a grocery store in downtown Mount Prospect. Caputo’s in MSL would be a pioneer as one of the first urban format downtown grocery stores in the northwest suburbs. MSL is an exciting project for the Village, and a grocer use in the 15,000 SF ground store retail space would likely greatly enhance the downtown. Caputo’s would become an anchor tenant and offer full service grocery and prepared food options for residents and commuters. While this appears a desirable use, the Letter of Intent indicates that Tenant cannot cover the entire cost of buildout of their space nor pay sufficient rent. Grocery deals tend to be financially challenging especially in pioneering locations and store formats. Thus, the amounts of Village financial assistance requested by the Developer, generally, appear to be reasonable. However, we recommend altering the source, amount, form, and timing of the assistance to mitigate Village financial risk within the TIF fund and align interests. We believe that but for Village financial assistance, it appears this transformative Project in downtown Mount Prospect would be unlikely to occur. Thus, SB Friedman recommends the Village seek to provide the following assistance to the Developer.

• TIF Assistance (Capital Cost Assistance): $629,708. Based on the Village’s Master TIF model, the TIF fund appears able to support one-third of the Project capital costs over the longer term. We recommend the Village contribute $300,000 from anticipated land sale proceeds from a different project at TCO of the Tenant. We recommend the Village seek to provide TIF assistance on a pay-as-you-go basis from in-PIN increment generated from the Greater Redevelopment for the remaining $329,708.

• Sales Tax Rebate on Sales from the Tenant (Operating Cost Assistance): $883,188.79. We recommend the Village seek to provide up to $883,188.79 in Operating Cost Assistance to the Developer for ten years through 100% sales tax rebate on sales from the Tenant as revenue is available.

Please call if you have questions.

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Appendix A LIMITATIONS OF OUR ENGAGEMENT Our deliverables are based on estimates, assumptions and other information developed from research of the market, knowledge of the industry, and meetings/teleconferences with the Village and developers during which we obtained certain information. The sources of information and bases of the estimates and assumptions are stated in the deliverable. Some assumptions inevitably will not materialize, and unanticipated events and circumstances may occur; therefore, actual results achieved during the period covered by our analysis will necessarily vary from those described in our report, and the variations may be material. The terms of this engagement are such that we have no obligation to revise analyses or the deliverables to reflect events or conditions that occur subsequent to the date of the deliverable. These events or conditions include, without limitation, economic growth trends, governmental actions, changes in state statute or village ordinance, additional competitive developments, interest rates, and other market factors. However, we will be available to discuss the necessity for revision in view of changes in the economic or market factors affecting the proposed project. Our deliverables are intended solely for your information, for purposes of reviewing a request for financial assistance, and do not constitute a recommendation to issue bonds or other securities. The report should not be relied upon by any other person, firm or corporation, or for any other purposes. Neither the report nor its contents, nor any reference to our Firm, may be included or quoted in any offering circular or registration statement, appraisal, sales brochure, prospectus, loan, or other agreement or document intended for use in obtaining funds from individual investors without our prior written consent. We acknowledge that upon submission to the Village, the report may become a public document within the meaning of the Freedom of Information Act. Nothing in these limitations is intended to block the disclosure of the documents under such Act.

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Appendix B Appendix B-1. MSL Project TIF Projections

DRAFT7/7/2020

Village of Mt. ProspectMaple Street LoftsTIF Revenue Projections - Summary

Project Site Equalized Assessed Value Other Assumptions SourceProject Site Base EAV $1,726,826 2019 Equalization Factor 2.9160 IL Department of Revenue 2019Project Site 2017 EAV $1,726,826 Inflation Factor 2.00% SB Friedman

Triennial

6.12%Maximum Tuition Payment 40.00% See assumptions tableMaximum Library Dist. Payment 0.00% See assumptions table2019 Tax Rate 9.405% Cook County Clerk 2019 Tax Rate Report, Tax Code 16016

Revenue Projections

TIF Year

Tax Year

Calendar Year

Frozen Base EAV

Inflation Factor

Triennial Reassessment

Current EAV Inflated

Annual EAV Additions

Cumulative EAV Additions

Annual EAV Deductions

Cumulative EAV Deductions

Total Taxable EAV

IncrementalEAV

Tax Rate Gross TIF Revenue

Maximum Tuition

Payment

Maximum Library Dist.

Payment

Net TIF Revenue

[1] [2] [3] [4] [5] [6] [7] [8] [9] [10] [11] [12] [13] [14] [15] [16]0 2016 2017 1,726,826$ 1 2017 2018 1,726,826$ 2 2018 2019 1,726,826$ 6.12% 1,832,522$ -$ -$ -$ -$ 3 2019 2020 1,726,826$ 1.00 0.00% 1,832,522$ -$ -$ -$ -$ 1,832,522$ 105,696$ 9.405% -$ -$ -$ -$ 4 2020 2021 1,726,826$ 1.02 0.00% 1,832,522$ -$ -$ (1,513,445)$ (1,513,445)$ 319,077$ 18,404$ 9.405% 9,941$ (3,976)$ -$ 5,964$ 5 2021 2022 1,726,826$ 1.04 6.12% 1,944,687$ 11,026,288$ 11,026,288$ -$ (1,606,080)$ 11,364,895$ 9,638,069$ 9.405% 1,731$ (692)$ -$ 1,039$ 6 2022 2023 1,726,826$ 1.06 0.00% 1,944,687$ 1,498,704$ 12,524,992$ (338,607)$ (1,944,687)$ 12,524,992$ 11,098,839$ 9.405% 906,460$ (339,706)$ -$ 566,754$ 7 2023 2024 1,726,826$ 1.08 0.00% 1,944,687$ 4,373,502$ 16,898,494$ -$ (1,944,687)$ 16,898,494$ 15,171,668$ 9.405% 1,043,846$ (382,992)$ -$ 660,854$ 8 2024 2025 1,726,826$ 1.10 6.12% 2,063,717$ -$ 17,932,817$ -$ (2,063,717)$ 17,932,817$ 16,205,991$ 9.405% 1,426,895$ (536,212)$ -$ 890,683$ 9 2025 2026 1,726,826$ 1.13 0.00% 2,063,717$ -$ 17,932,817$ -$ (2,063,717)$ 17,932,817$ 16,205,991$ 9.405% 1,524,173$ (573,009)$ -$ 951,165$ 10 2026 2027 1,726,826$ 1.15 0.00% 2,063,717$ -$ 17,932,817$ -$ (2,063,717)$ 17,932,817$ 16,205,991$ 9.405% 1,524,173$ (573,009)$ -$ 951,165$ 11 2027 2028 1,726,826$ 1.17 6.12% 2,190,033$ -$ 19,030,449$ -$ (2,190,033)$ 19,030,449$ 17,303,623$ 9.405% 1,524,173$ (573,009)$ -$ 951,165$ 12 2028 2029 1,726,826$ 1.20 0.00% 2,190,033$ -$ 19,030,449$ -$ (2,190,033)$ 19,030,449$ 17,303,623$ 9.405% 1,627,406$ (612,058)$ -$ 1,015,348$ 13 2029 2030 1,726,826$ 1.22 0.00% 2,190,033$ -$ 19,030,449$ -$ (2,190,033)$ 19,030,449$ 17,303,623$ 9.405% 1,627,406$ (612,058)$ -$ 1,015,348$ 14 2030 2031 1,726,826$ 1.24 6.12% 2,324,080$ -$ 20,195,265$ -$ (2,324,080)$ 20,195,265$ 18,468,439$ 9.405% 1,627,406$ (612,058)$ -$ 1,015,348$ 15 2031 2032 1,726,826$ 1.27 0.00% 2,324,080$ -$ 20,195,265$ -$ (2,324,080)$ 20,195,265$ 18,468,439$ 9.405% 1,736,957$ (653,497)$ -$ 1,083,460$ 16 2032 2033 1,726,826$ 1.29 0.00% 2,324,080$ -$ 20,195,265$ -$ (2,324,080)$ 20,195,265$ 18,468,439$ 9.405% 1,736,957$ (653,497)$ -$ 1,083,460$ 17 2033 2034 1,726,826$ 1.32 6.12% 2,466,333$ -$ 21,431,377$ -$ (2,466,333)$ 21,431,377$ 19,704,551$ 9.405% 1,736,957$ (653,497)$ -$ 1,083,460$ 18 2034 2035 1,726,826$ 1.35 0.00% 2,466,333$ -$ 21,431,377$ -$ (2,466,333)$ 21,431,377$ 19,704,551$ 9.405% 1,853,213$ (697,472)$ -$ 1,155,741$ 19 2035 2036 1,726,826$ 1.37 0.00% 2,466,333$ -$ 21,431,377$ -$ (2,466,333)$ 21,431,377$ 19,704,551$ 9.405% 1,853,213$ (697,472)$ -$ 1,155,741$ 20 2036 2037 1,726,826$ 1.40 6.12% 2,617,292$ -$ 22,743,148$ -$ (2,617,292)$ 22,743,148$ 21,016,322$ 9.405% 1,853,213$ (697,472)$ -$ 1,155,741$ 21 2037 2038 1,726,826$ 1.43 0.00% 2,617,292$ -$ 22,743,148$ -$ (2,617,292)$ 22,743,148$ 21,016,322$ 9.405% 1,976,585$ (744,140)$ -$ 1,232,446$ 22 2038 2039 1,726,826$ 1.46 0.00% 2,617,292$ -$ 22,743,148$ -$ (2,617,292)$ 22,743,148$ 21,016,322$ 9.405% 1,976,585$ (744,140)$ -$ 1,232,446$ 23 2039 2040 1,726,826$ 1.49 6.12% 2,777,491$ -$ 24,135,211$ -$ (2,777,491)$ 24,135,211$ 22,408,385$ 9.405% 1,976,585$ (744,140)$ -$ 1,232,446$

2041 Final Year of Collections 2,107,509$ (793,663)$ -$ 1,313,845$ 31,651,384$ (11,553,395)$ -$ 19,753,614$

4% Gross Present Value at 4% (2019 dollars) 18,750,000$ (7,045,000)$ -$ 11,705,000$

Based on 2.00% Inflation Factor

Total Revenue, 2019-2041

41



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Appendix B-2. TIF Projection Assumptions

DRAFT7/7/2020

Village of Mt. Prospect

Project Information

See table to the right2017

Maple Street Lofts PINS

PIN Tax Code 2017 EAV

08-12-122-034-0000 16016 $008-12-122-015-0000 16016 $463,18808-12-122-019-0000 16016 $226,46208-12-122-016-0000 16016 $300,67308-12-122-036-0007 16016 $460,09508-12-122-036-0008 16016 $172,41408-12-122-036-0009 16016 $103,994

Source Tuition Payment Yes16016 School District 2017 Tuition [1] 1995-1996 Tuition Greater Than $5,900? Max. Tuition Payment

2.9160 IL Department of Revenue 2019 School District 57 $10,883 $7,690 Yes 27.00%2.00% Arlington Heights Township HS 214 $20,674 $11,231 Yes 13.00%6.12%

40.00% See table to the right0.00% See table to the right

$1,726,826 Cook County Clerk 2016 Base EAV Report Library District Payment Yes$1,726,826 Cook County Assessor Library District Projected Population Per-Person Cost Est. Library Dist. Payment Max. Library Dist. Payment

9.405% Cook County Clerk 2019 Tax Rate Report, Tax Code 16016 Village of Mt Prospect Library Fund 564 $120 3.9% 0.00%0.000% Cook County Clerk 2019 Tax Rate Report, Tax Code 16016

*Note: TIF projections have not removed SSA taxes from tax revenue

2021 2022Bldg A - Apartments [1] 192 $12,000 $35,000 $6,720,000 $463,188 $5,600,000 $1,120,000Bldg A - Retail 15,117 $20 $58 $876,786 $0 $584,524.00 $292,262Townhomes - Phase 1 [2] 40 $37,840 $110,340 $4,413,600 $962,965 2021Bldg D - Apartments [1] 65 $12,000 $35,000 $2,275,000 $300,673 2021Townhomes - Phase 2 [2] 16 $37,840 $110,340 $1,765,440 $0 2023

$1,726,826[2] The EAV/unit estimate based on Developer's assumed sale price, assessment practices, less homeowner and senior exemptions

Assessment Schedule

$4,762,000

$4,968,000$1,138,000 $1,138,000

Townhomes - Phase 2 $2,118,000 $1,271,000

[1] The AV/unit estimate is the weighted average of four comparables, rounded to the nearest $500

[3] The EAV/unit estimate is the AV/unit multiplied by the eq. factor, rounded to the nearest $500

Building D - Apartments

Townhomes - Phase 1

$1,472,000

$2,857,000$8,963,000

$2,453,000

TIF Designation Year

Base EAV

Maximum Tuition PaymentMaximum Library Dist. Payment

2019 Tax Rate

Triennial Reassessment FactorInflation Factor

Based on 2.00% Inflation Factor

Building A - Retail

Assumptions

$14,180,000

Building A - ApartmentsDevelopment Program

Gross TIF Increment (Before Schools & Library Pmts) PV @

4% (2018$)

$8,280,000

Net TIF Increment(After Max. Schools & Library Pmts) PV

@ 4% (2018$)

Maple Street LoftsTIF Revenue Projection Assumptions

Prospect Road & Maple Street, Mt. Prospect, IL 60056Project Site AddressPINs

2017 AVPer Unit/SF

2017 EAV Per Unit/SF [3]

Project Site Base EAVProject Site 2017 EAV

SSA5 2017 Tax Rate*

Development Program Assumptions

Source: Developer Site Plan (received 7/13/2018) and supplemental docs received March 2019, SB Friedman

Tax Code

Uninflated EAV Addition (2017$)

2019 Equalization Factor

TOTAL, PHASE 1

Property Fully Assessedon Jan 1 of Tax Year:

Cook County Clerk

SB Friedman

TOTAL, FULL PROJECT $18,751,000 $11,706,000

Source: 65 ILCS 5/11-74.3-3-7.5, IL State Board of Education

TIF Formed/Amended After 2005?

[1] Average per pupil operational spending in the district

TIF Formed/Amended After 1999?

Units / SF

43



Appendix C Appendix C-1. Sales Tax Revenue

Village of Mount ProspectMaple Street Lofts Caputo DealDRAFT 07/07/2020

Value15,117

2%1%2%

80%20%

$125,000$6,500,000

5/1/202180%

3Yes

Year [1]Calendar Year

Number of Months

Total SF [2]

Annual Sales [3] % Grocery% Prepared Food

Grocery Sales

Prepared Food Sales

Grocery Sales Tax

Prepared FoodSales Tax

Grocery Sales Tax Revenue [4]

Prepared Food Sales Tax Revenue [5]

Village Sales Tax Revenue [6]

Village Monthly Sales Tax Revenue

Developer Ask [7]

Sales Tax RevenueAvailable for Rebate [8]

Sales Tax Rebate [9]

% of Village Sales Tax Revenue [10]

Sales Tax Rebate % of Developer Ask

Year 1 2021 8 15,117 $3,466,667 80% 20% $2,773,333 $693,333 1% 2% $27,733 $13,867 $41,600 $5,200 $83,143 $26,000 $26,000 100% 31%Year 2 2022 12 15,117 $6,630,000 80% 20% $5,304,000 $1,326,000 1% 2% $53,040 $26,520 $79,560 $6,630 $84,277 $79,560 $79,560 100% 94%Year 3 2023 12 15,117 $6,762,600 80% 20% $5,410,080 $1,352,520 1% 2% $54,101 $27,050 $81,151 $6,763 $85,417 $81,151 $81,151 100% 95%Year 4 2024 12 15,117 $6,897,852 80% 20% $5,518,282 $1,379,570 1% 2% $55,183 $27,591 $82,774 $6,898 $86,564 $82,774 $82,774 100% 96%Year 5 2025 12 15,117 $7,035,809 80% 20% $5,628,647 $1,407,162 1% 2% $56,286 $28,143 $84,430 $7,036 $87,717 $84,430 $84,430 100% 96%Year 6 2026 12 15,117 $7,176,525 80% 20% $5,741,220 $1,435,305 1% 2% $57,412 $28,706 $86,118 $7,177 $88,876 $86,118 $86,118 100% 97%Year 7 2027 12 15,117 $7,320,056 80% 20% $5,856,045 $1,464,011 1% 2% $58,560 $29,280 $87,841 $7,320 $90,041 $87,841 $87,841 100% 98%Year 8 2028 12 15,117 $7,466,457 80% 20% $5,973,165 $1,493,291 1% 2% $59,732 $29,866 $89,597 $7,466 $91,210 $89,597 $89,597 100% 98%Year 9 2029 12 15,117 $7,615,786 80% 20% $6,092,629 $1,523,157 1% 2% $60,926 $30,463 $91,389 $7,616 $92,383 $91,389 $91,389 100% 99%Year 10 2030 12 15,117 $7,768,102 80% 20% $6,214,481 $1,553,620 1% 2% $62,145 $31,072 $93,217 $7,768 $93,560 $93,217 $93,217 100% 100%Year 11 2031 4 15,117 $2,641,155 80% 20% $2,112,924 $528,231 1% 2% $21,129 $10,565 $31,694 $7,923 $31,694 $31,694 100%

120 Total $566,248 $283,124 $849,372 $7,078 $883,189 $833,772 $833,772104%

94%

Last Year Prorate (Months)

Caputo Annual Sales (2020)

First Year Absorption Level

Developer Ask as % of Village Sales Tax Revenue

AssumptionsTotal SF Annual Inflation

% Grocery Sales% Prepared Food SalesCaputo Weekly Sales (2020)

Grocery Sales Tax (Home Rule Tax)Prepared Food Sales Tax (Home Rule and Food & Drugs)

First Year Sales Tax Distribution Lag (Months)

DeveloperDeveloperDeveloperDeveloper

SB FriedmanSB Friedman

Opening Date Developer

Sales Tax Rebate as % of Village Sales Tax Revenue

SourceDeveloperSB FriedmanIL Dept. of Revenue

IL Dept. of Revenue

44



Source: Illinois Department of Revenue, Nicholas & Associates, Inc., SB Friedman, Wingspan Development Group[1] Year 1 is 8 months since Caputo's is assumed to start paying rent May 1, 2021. Year 11 is the first 4 months of the year. [2] Total SF of the ground floor retail space to be occupied by Caputo's.[3] Prorated sales in Years 1 and 11 for the months the store is open. Assumed 80% sales for Year 1 as the store stabilized. Inflated annual sales by 2% annually starting in Year 2.[4] Grocery sales tax revenue is the grocery sales multiplied by 1%, the tax on grocery sales in Mount Prospect. [5] F&B sales tax revenue is the F&B sales multipled by 2%, the tax on F&B sales in Mount Prospect. [6] Village sales tax revenue is the sum of grocery sales tax revenue and F&B sales tax revenue. [7] Developer request for annual operating expense assistance for the ten-year lease of the Tenant. [8] Sales tax revenue available for distribution is lagged by an assumed three months. Therefore, in Year 1, there is only five months of sales tax revenue available for distribution. [9] Sales tax rebate is the amount the Village will provide back to the Developer.[10] The sales tax rebate as a percentage of the sales tax revenue available for distribution.

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449896_1

EXHIBIT M

CONSTRUCTION COMMENCEMENT AND COMPLETION DEADLINES

Capitalized terms in this Exhibit are those defined in the Agreement and its Exhibits, including in EXHIBIT D. A. Construction Commencement and Completion Dates for the Project,

Excluding the Rowhomes:

1. Site development construction commencement, on or before 5/20/2019

2. Parking Garage vertical construction commencement, on or before 9/9/2019

3. Building “A” vertical construction commencement, on or before 9/23/2019

4. Site development completion, on or before 6/30/2021

5. Building “D” vertical construction commencement, on or before 6/30/2021

6. Parking Garage completion, on or before 9/15/2020

7. Building “A” temporary certificate of occupancy (“TCO”) completion, on or before 5/7/2021

8. Building “A” final certificate of occupancy (“CO”) completion, on or before 5/7/2021

9. Building “D” TCO completion, on or before 3/31/2023

10. Building “D” final CO completion, on or before 5/31/2023

B. Construction Commencement and Completion Dates for the Rowhomes Portion of the Project:

1. Model home closing, earlier of 15 days after the Village issues a building

permit for the model home, or 8/10/2020

2. First set of turnover by Developer of completed rowhomes construction pads to the rowhomes developer (“takedowns”), on or before 12/18/2020

3. 2nd set of takedowns, on or before 4/9/2021

4. 3rd set of takedowns, on or before 7/9/2021

5. 4th set of takedowns, on or before 10/11/2021

46

449896_1




9. Final set of takedowns, on or before 9/16/2022

10. Final CO for all rowhomes, on or before 12/31/2022

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THIS INSTRUMENT PREPARED BY AND SHOULD BE RETURNED TO: Jay Cherwin MELTZER, PURTILL & STELLE LLC 1515 East Woodfield Road, Suite 250 Schaumburg, Illinois 60173-5431 PINS: See Exhibit A

DECLARATION AND GRANT OF CROSS EASEMENTS AND

COST SHARING PROVISIONS RE: MAPLE STREET LOFTS

TABLE OF CONTENTS

ARTICLE ONE DEFINITIONS ............................................................................................................................. 2

1.01 BUILDER ......................................................................................................................................................... 2 1.02 CONTRIBUTING PARCEL ............................................................................................................................. 2 1.02 CONTRIBUTING PARCEL RESPONSIBLE ENTITY .................................................................................. 2 1.03 COST SHARING PERCENTAGE ................................................................................................................... 2 1.04 COUNTY .......................................................................................................................................................... 2 1.05 DECLARANT................................................................................................................................................... 2 1.06 DECLARANT RIGHTS ................................................................................................................................... 3 1.07 DECLARATION .............................................................................................................................................. 3 1.08 EMERGENCY SITUATION ............................................................................................................................ 3 1.09 FIRST MORTGAGE ........................................................................................................................................ 3 1.10 LIMITED SHARED AREA .............................................................................................................................. 3 1.11 LIMITED SHARED AREA COST ................................................................................................................... 3 1.12 LIMITED SHARED AREA COST SHARING PERCENTAGES .................................................................... 3 1.13 LIMITED SHARED AREA MAINTENANCE AND SERVICES ................................................................... 3 1.14 MAINTENANCE PROVIDER ......................................................................................................................... 3 1.15 MAINTENANCE PROVIDER RIGHTS .......................................................................................................... 4 1.16 MUNICIPALITY .............................................................................................................................................. 4 1.17 NON-CONTRIBUTING PARCEL ................................................................................................................... 4 1.18 OWNER ............................................................................................................................................................ 4 1.19 PARCEL ............................................................................................................................................................ 4 1.20 PARKING STRUCTURE PARCEL ................................................................................................................. 4 1.20 PERSON ........................................................................................................................................................... 4 1.21 PREMISES ....................................................................................................................................................... 4 1.22 PROPERTY WIDE COSTS .............................................................................................................................. 4 1.23 PROPERTY WIDE COST SHARING PERCENTAGE ................................................................................... 4 1.24 PROPERTY WIDE SHARED AREA ............................................................................................................... 4 1.25 PROPERTY WIDE MAINTENANCE AND SERVICES ................................................................................ 4 1.26 RECORD .......................................................................................................................................................... 4 1.27 SITE PLAN ....................................................................................................................................................... 5

ABOVE SPACE FOR RECORDER’S USE ONLY

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1.28 TOWNHOME ASSOCIATION ........................................................................................................................ 5 1.29 TOWNHOME DECLARATION ...................................................................................................................... 5 1.30 TOWNHOME PARCEL (BUILDER) .............................................................................................................. 5 1.31 TOWNHOME PARCEL (NON- BUILDER) .................................................................................................... 5

ARTICLE TWO SCOPE OF DECLARATION .................................................................................................... 5

2.01 REAL ESTATE SUBJECT TO DECLARATION ............................................................................................ 5 2.02 CONVEYANCES SUBJECT TO DECLARATION ........................................................................................ 5 2.03 PARCEL DECLARATIONS ............................................................................................................................ 5

ARTICLE THREE EASEMENTS ......................................................................................................................... 5

3.01 IN GENERAL ................................................................................................................................................... 5 3.02 SHARED AREAS ............................................................................................................................................. 6 3.03 PARCEL EASEMENTS ................................................................................................................................... 6 3.04 DECLARANT AND MAINTENANCE PROVIDERS EASEMENTS ............................................................ 6 3.05 PUBLIC AND UTILITY EASEMENTS .......................................................................................................... 6

ARTICLE FOUR MAINTENANCE/SERVICES/COST SHARING .................................................................. 7

4.01 PROPERTY WIDE MAINTENANCE AND SERVICES AND COSTS .......................................................... 7 4.02 LIMITED SHARED AREAS MAINTENANCE AND SERVICES AND COSTS ........................................... 7 4.03 CAPITAL RESERVE ....................................................................................................................................... 8 4.04 MAINTENANCE BY CONTRIBUTING PARCEL RESPONSIBLE ENTITIES ........................................... 9 4.05 DAMAGE BY OWNER OR RESIDENT ......................................................................................................... 9 4.06 CERTAIN UTILITY COSTS ............................................................................................................................ 9 4.07 PAYMENT OF COSTS/ENFORCEMENT .................................................................................................. 100 4.08 FINANCIAL STATEMENTS....................................................................................................................... 100

ARTICLE FIVE INSURANCE ........................................................................................................................... 111

5.01 LIABILITY INSURANCE ............................................................................................................................. 11

ARTICLE SIX DECLARANT RIGHTS AND MAINTENANCE PROVIDER RIGHTS......................... 111

6.01 IN GENERAL ............................................................................................................................................... 111 6.02 PROMOTION OF PREMISES ....................................................................................................................... 11 6.03 CONSTRUCTION ON PREMISES ............................................................................................................... 11 6.04 GRANT OF EASEMENTS ........................................................................................................................... 122 6.05 OTHER RIGHTS ............................................................................................................................................ 12 6.06 APPROVAL OF REGULATED WORK ........................................................................................................ 12 6.07 MAINTENANCE STANDARDS ................................................................................................................... 12 6.08 BUDGETS, ASSESSMENTS AND OTHER FINANCIAL POWERS .......................................................... 13 6.09 SPECIAL AMENDMENT .............................................................................................................................. 13 6.10 ASSIGNMENT BY THE DECLARANT OR A MAINTENANCE PROVIDER ........................................... 13

ARTICLE EIGHT MISCELLANEOUS .............................................................................................................. 14

7.01 SEVERABILITY ............................................................................................................................................ 14 7.02 NOTICES ........................................................................................................................................................ 14 7.03 CAPTIONS/CONFLICTS .............................................................................................................................. 15 7.04 PERPETUITIES AND OTHER INVALIDITY .............................................................................................. 15 7.05 TITLE HOLDING LAND TRUST ................................................................................................................. 15 7.06 AMENDMENT BY RESPONSIBLE ENTITLES .......................................................................................... 15 7.07 SPECIAL AMENDMENT .............................................................................................................................. 16

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DECLARATION AND GRANT OF CROSS EASEMENTS AND COST SHARING PROVISIONS RE: MAPLE STREET LOFTS

This Declaration and Grant of Cross Easements and Cost Sharing Provisions is made by

Maple Street Lofts, LLC, an Illinois limited liability company ("Declarant”).

R E C I T A L S

Capitalized terms used herein are defined in Article One.

The Declarant holds title to part of the Premises, which are located in the Village of Mount Prospect, Cook County, Illinois (“Municipality”). The Municipality holds title to part of the Premises and is joining in the execution of this Declaration to submit the portion of the Premises it owns, to this Declaration. MSL Rowhomes, LLC (“ROWS”) holds title to part of the Premises and is joining in the execution of this Declaration to submit the portion of the Premises it owns, to this Declaration. NVR, Inc. (“NVR”), holds title to part of the Premises and is joining in the execution of this Declaration to submit the portion of the Premises it owns, to this Declaration. By Recording this Declaration, including the Joinder provisions, the Declarant, ROWS, NVR, and the Municipality, shall make the Premises subject to this Declaration.

The Premises consists of various Parcels. Each Parcel shall be legally described in Exhibit A and delineated on Exhibit B, as those Exhibits may be amended from time to time. It is currently anticipated that the Parcels will include non-condominium townhome parcels, apartment parcels, roads, detention areas, open space, structured parking, surface parking, and may include other parcels. Each parcel will be designated in Exhibit A, from time to time as a Contributing Parcel or a Non-Contributing Parcel.

The purpose of this Declaration is to (i) to grant, declare, convey, and establish certain easements over the Premises burdening and benefitting the Parcels and impose certain covenants, conditions, and restrictions on the Premises, all as specifically set forth herein, (ii) provide for the maintenance, repair, and operation of certain portions of the Premises by allocating responsibility for the furnishing of certain services with respect to such portions of the Premises to the Maintenance Providers, and (iii) establish a mechanism for allocating the cost of furnishing such services among the Contributing Parcel Responsible Entities.

The Maintenance Providers shall be responsible for furnishing what are defined herein as Property Wide Maintenance and Services, which will generally consist of maintenance, repair and replacement of portions of the Premises which serve all of the Contributing Parcels, as well as providing services which benefit all of the Contributing Parcels. Each Contributing Parcel Responsible Entity will pay to the applicable Maintenance Provider a share of the cost of furnishing the Property Wide Maintenance and Services provided by such Maintenance Provider, as more fully provided in Article Four and Exhibit C.

The Maintenance Providers shall also be responsible for furnishing what are defined herein as Limited Shared Area Maintenance and Services, which generally consists of maintenance, repair and replacement of portions of the Premises which serve less than all of the

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Contributing Parcels, as well as services which benefit less than all of the Contributing Parcels. Each Contributing Parcel Responsible Entity will be responsible for paying to the applicable Maintenance Provider a share of the cost of Shared Areas Maintenance and Services provided by such Maintenance Provider which benefit its Parcel, as more fully provided in Article Four and Exhibit C. Without limiting the foregoing, Limited Shared Area Maintenance and Services may include maintenance, repair and replacement of portions of, or systems which serve, a single Contributing Parcel.

The Townhome Parcel (Builder) and Townhome Parcel (Non-Builder) is or will be made subject to a non-condominium declaration, as provided in Section 2.03. In the event such non-condominium declaration is recorded prior to this Declaration, the non-condominium declaration shall be automatically subordinated to this Declaration upon recording of this Declaration. In the event of a conflict between the terms of this Declaration and the terms of such non-condominium declaration recorded against a Parcel, the terms of this Declaration shall prevail.

NOW, THEREFORE, the Declarant, together with all parties joining this Declaration, as record title holders of the Premises, hereby declare, grant, and convey as follows:

ARTICLE ONE Definitions

For the purpose of brevity and clarity, certain words and terms used in this Declaration are

defined as follows:

1.01 BUILDER : The townhome builder entity which becomes the Owner of a Townhome Parcel (Builder) by conveyance of title from ROWS, its successors and/or assigns.

1.02 CONTRIBUTING PARCEL: A Parcel which is designated in Section II.A of Exhibit A as a “Contributing Parcel”, as Exhibit A may be amended from time to time. A Contributing Parcel may be an “Apartment-A Parcel”, an “Apartment-B Parcel”, a “Townhome Parcel (Builder)”, a “Townhome Parcel (Non-Builder)”, or a “Parking Structure Parcel” as legally described and designated in Exhibit A hereto, as Exhibit A may be amended from time to time.

1.03 CONTRIBUTING PARCEL RESPONSIBLE ENTITY: Each Owner which owns, and/or each townhome association or other entity which administers (as provided for in Section 2.03), a Contributing Parcel. The residential owner of a townhome or the tenant of an apartment unit shall not be deemed to be a Contributing Parcel Responsible entity hereunder.

1.04 COST SHARING PERCENTAGE: The Property Wide Cost Sharing Percentage or the Limited Shared Area Cost Sharing Percentage, as applicable, assigned from time to time to each Contributing Parcel on Exhibit C, as Exhibit C may be amended from time to time.

1.05 COUNTY: Cook County, Illinois.

1.06 DECLARANT: Maple Street Lofts, LLC, an Illinois limited liability company, its successors and assigns.

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1.07 DECLARANT RIGHTS: The rights and powers reserved or granted to the Declarant hereunder, as such rights and powers may be assigned or transferred as provided in Section 6.10 hereof.

1.08 DECLARATION: This instrument with all Exhibits hereto, as amended or supplemented from time to time.

1.09 EMERGENCY SITUATION: A situation impairing or imminently likely to impair structural support of a building located on the Premises or causing or imminently likely to cause bodily injury to persons or substantial physical damage to the Premises or any property in, on, under, within, upon or about the Premises. The duration of an Emergency Situation shall be deemed to include the time reasonably necessary to remedy the Emergency Situation.

1.10 FIRST MORTGAGE: A bona fide first mortgage, first trust deed or equivalent security interest covering the ownership of a portion of the Premises.

1.11 LIMITED SHARED AREA: An area and/or facility, if any, on the Premise which is designated in Section IV of Exhibit A hereto, from time to time, as a “Limited Shared Area”, which serves one or more, but less than all, Contributing Parcels.

1.12 LIMITED SHARED AREA COST: As defined in Section 4.02.

1.13 LIMITED SHARED AREA COST SHARING PERCENTAGE: For each Contributing Parcel, the Limited Shared Area Cost Sharing Percentage assigned to the Contributing Parcel with respect to a particular Limited Shared Area Cost listed on Exhibit C hereto.

1.14 LIMITED SHARED AREA MAINTENANCE AND SERVICES: The following work, which will be furnished by the Maintenance Providers and the cost of which will be shared by the Contributing Parcel Responsible Entities as provided in Section 4.02:

(a) Maintenance, repair and replacement of, and alterations or improvements to, landscaping and other improvements located on the Limited Shared Areas; and

(b) Those services, if any, set forth in Exhibit C which are designated as part of the Limited Shared Area Maintenance and Services.

1.15 MAINTENANCE PROVIDER: An entity which is designated herein as a “Maintenance Provider” which shall have the obligation to provide certain Property Wide Maintenance and Services and/or certain Limited Shared Area Maintenance and Services and the power to establish budgets therefor and levy and collect assessments pursuant to such budgets, as more fully provided herein, and any assignee of, or successor to, a Maintenance Provider. Upon the Recording hereof, except as specifically set forth in Exhibit C, the Declarant shall be the Maintenance Provider of all Property Wide Maintenance and Services and all Limited Shared Area Maintenance and Services. However, Declarant shall have the right to assign any or all of the obligations and powers of the Maintenance Provider to other entities, including, without limitation, a Contributing Parcel Responsible Entity, a third party or a not for profit corporation, all as more fully provided in Section 6.10.

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1.16 MAINTENANCE PROVIDER RIGHTS: The rights and powers reserved or granted to a Maintenance Provider hereunder, as such rights and powers may be assigned or transferred as provided in Section 6.10 hereof.

1.17 MUNICIPALITY: The Village of Mount Prospect, Illinois, or any successor thereto.

1.18 NON-CONTRIBUTING PARCEL: A Parcel which is designated, from time to time, in Section II. B of Exhibit A as a “Non-Contributing Parcel”, as Exhibit A may be amended from time to time. A Non-Contributing Parcel may be owned by the Declarant, a Contributing Parcel Responsible Entity, or another entity approved by the Declarant

1.19 OWNER: The legal title holder from time to time of a Parcel.

1.20 PARCEL: Each parcel of real estate which is designated in Section II of Exhibit A hereto as a “Parcel”, as Exhibit A may be amended from time to time.

1.21 PARKING STRUCTURE PARCEL : As legally described and defined in Exhibit A

1.22 PERSON: A natural individual, corporation, partnership, trustee or other legal entity capable of holding title to real property.

1.23 PREMISES: The real estate described in Exhibit A hereto with all improvements thereon and rights appurtenant thereto, as Exhibit A may be amended from time to time.

1.24 PROPERTY WIDE COSTS: As defined in Section 4.01.

1.25 PROPERTY WIDE COST SHARING PERCENTAGE: For each Contributing Parcel, the Property Wide Cost Sharing Percentage set forth in Exhibit C, as Exhibit C may be amended from time to time.

1.26 PROPERTY WIDE SHARED AREA: An area and/or facility on the Premises, if any, which is designated in Section III of Exhibit A hereto, from time to time, as a “Property Wide Shared Area”, which serves all of the Contributing Parcels.

1.27 PROPERTY WIDE MAINTENANCE AND SERVICES: The following, which will be furnished by a Maintenance Provider and the cost of which will be shared by the Contributing Parcel Responsible Entities, as more fully provided in Section 4.01:

(a) Maintenance, repair and replacement of, and alterations or improvements to, landscaping and other improvements located on the Property Wide Shared Areas; and

(b) Those services, if any, set forth in Exhibit C which are designated as part of the Property Wide Maintenance and Services.

1.28 RECORD: To record with the Recorder of Deeds for the County.

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1.29 SITE PLAN: The site plan attached hereto as Exhibit B, as Exhibit B may be amended or supplemented from time to time, which identifies and delineates those portions of the Premises which are Parcels and other areas referred to in this Declaration.

1.30 TOWNHOME ASSOCIATION : Defined in Section 2.03.

1.31 TOWNHOME DECLARATION : Defined in Section 2.03.

1.32 TOWNHOME PARCEL (BUILDER): As legally described and defined in Exhibit A.

1.33 TOWNHOME PARCEL (NON- BUILDER): As legally described and defined in Exhibit A.

ARTICLE TWO Scope of Declaration

2.01 REAL ESTATE SUBJECT TO DECLARATION: The Declarant, as the owner of fee simple title to the Premises, expressly intends to, and, by Recording this Declaration, does hereby, subject the Premises to the provisions of the Declaration.

2.02 CONVEYANCES SUBJECT TO DECLARATION: All easements, restrictions, conditions, covenants, reservations, liens, charges, rights, benefits, and privileges which are granted, created, reserved or declared by this Declaration shall be deemed to be covenants appurtenant, running with the land and shall at all times inure to the benefit of and be binding on any Person having at any time any interest or estate in the Premises, and their respective heirs, successors, personal representatives or assigns regardless of whether the deed or other instrument which creates or conveys the interest or estate makes reference to this Declaration.

2.03 PARCEL DECLARATIONS: The part of the Premises which will be improved with townhomes has been made subject to that certain Declaration of Maple Street Lofts Townhomes recorded ____________, 2020, with the Office of the Recorder of Cook County, Illinois, as Document No. _________________ (“Townhome Declaration”) which will provide for an association to administer the townhomes which are subject to the Declaration (the “Townhome Association”). Once established and incorporated, the Association shall be the Contributing Parcel Responsible Entity hereunder with respect to a Contributing Parcel subject to the Townhome Declaration.

ARTICLE THREE Easements

3.01 IN GENERAL: The easements provided for in this Article Three shall extend to each Contributing Parcel Responsible Entity, as applicable, and their respective members, agents,

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tenants, employees, guests and invitees. The beneficiary of an easement hereunder shall exercise its rights in a manner as to cause as little disturbance in the use and enjoyment of the affected portion of the Premises and surrounding areas as may be practical under the circumstances and shall be responsible for repairing any damage caused by such party in the course of exercising such easement. The exercise of easements provided for in this Article shall be subject to rules, regulations and restrictions, if any, from time to time adopted by the Declarant.

3.02 SHARED AREAS: Each Contributing Parcel Responsible Entity, its members, employees, agents and invitees, shall have a non-exclusive, perpetual easement to use, for their intended purposes, those Property Wide Shared Areas and Limited Shared Areas which serve the Parcel owned or administered by the Contributing Parcel Responsible Entity with utilities or other services which are necessary or desirable to the operation, use and enjoyment of the Parcel owned or administered by the Contributing Parcel Responsible Entity.

3.03 PARCEL EASEMENTS: Each Contributing Parcel Responsible Entity, its members, employees, agents and invitees, shall have the following perpetual easements:

(a) A non-exclusive easement for access over and across roads, driveways, and walkways from time to time located in the Premises which provide access to and from the Parcel owned or administered by the Contributing Parcel Responsible Entity and a public way.

(b) A non-exclusive easement for access over, and the use and enjoyment of, those portions of the Premises designated from time to time by the Declarant, as “Property Wide Shared Area” subject to such reasonable rules, regulations or restrictions adopted or imposed from time to time by the Declarant.

(c) An exclusive easement for the continued existence, use, maintenance, repair and replacement of components located in the Premises which are part of a system which serves the Parcel exclusively.

3.04 DECLARANT AND MAINTENANCE PROVIDERS EASEMENTS: The Declarant and each Maintenance Provider, and their respective employees, agents and invitees, shall have a non-exclusive perpetual easement to come upon any portion of the Premises (i) for access to any other portion of the Premises or a public way, (ii) to perform any inspection, maintenance, repairs, replacements alterations, improvements to portions of the Premises permitted or required to be performed by the Declarant or Maintenance Provider, including, without limitation, Property Wide Maintenance and Services and Limited Shared Area Maintenance and Services, and/or (iii) to install, modify, use, maintain, repair and replace improvements located anywhere on the Premises which are part of the Property Wide Shared Areas or Limited Shared Area maintained by the Declarant or the Maintenance Provider.

3.05 PUBLIC AND UTILITY EASEMENTS:

(a) All public and private utilities serving the Premises are hereby granted the right to lay, construct, renew, operate, and maintain conduits, cables, pipes, wires, transformers, switching apparatus and other equipment, into and through the Premises, for the purpose of providing utility services to the Premises.

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(b) Any governmental authority which has jurisdiction over the Premises or which undertakes to provide services (including, without limitation, emergency services) to the Premises is hereby declared, granted and reserved access easements for ingress and egress to, over and across the Premises for the purpose of providing any such services.

(c) Each Contributing Parcel Responsible Entity, occupant or user of a portion of the Premises shall have a non-exclusive easement for pedestrian ingress and egress in an Emergency Situation to and from, over, on, across and through the Premises.

(d) The general public shall have a non-exclusive easement of access over the private roads known as Dawson Drive and Elm Street, located on the Premises, and pedestrian walkways which are adjacent to and along Dawson Drive and Elm Street, and any pedestrian walkways which are adjacent to and along Prospect Avenue, Maple Street, and East Lincoln Street, to the extent such walkways are located within the Premises.

ARTICLE FOUR Maintenance/Services/Cost Sharing

4.01 PROPERTY WIDE MAINTENANCE AND SERVICES AND COSTS: Except as otherwise specifically provided for herein, the Declarant, or the applicable Maintenance Provider, shall be responsible for determining, in its reasonable judgment, what Property Wide Maintenance and Services are necessary or advisable and for furnishing such Property Wide Maintenance and Services at such times and using such methods, contractors, employees or agents as the Declarant or the applicable Maintenance Provider deems to be appropriate, in its reasonable judgment. No later than October 31st of each year, the Declarant, or the applicable Maintenance Provider, shall furnish to each Contributing Parcel Responsible Entity a budget for the proposed cost of furnishing Property Wide Maintenance and Services, building up appropriate reserves therefor, and, if applicable, insurance premiums attributable to and anticipated real estate taxes and assessments levied with respect to Non-Contributing Parcels which are part of the Property Wide Shared Areas (“Property Wide Costs”) for the coming year; provided, that, if no budget is delivered by November 30th of such year, the prior year’s budget shall apply to the coming year. The Property Wide Costs shall include an allocable portion of overhead, labor costs and the cost of materials and supplies which the Declarant or the applicable Maintenance Provider, in its reasonable judgment, allocates to the Property Wide Maintenance and Services. Each Contributing Parcel Responsible Entity shall pay to the Declarant, or the applicable Maintenance Provider, each month, an amount equal to one twelfth of the budgeted Property Wide Costs for the year multiplied by the Contributing Parcel Responsible Entity’s Property Wide Cost Sharing Percentage in effect as of the first day of the month. If, in the Declarant’s or the applicable Maintenance Provider’s reasonable judgment, the actual costs for the current year will be greater than budgeted Property Wide Costs, the Declarant or the applicable Maintenance Provider may increase the budget and increase the amount payable each month by each Contributing Parcel Responsible Entity per the revised budget by giving at least 15 days written notice thereof to each Contributing Parcel Responsible Entity.

4.02 LIMITED SHARED AREA MAINTENANCE AND SERVICES AND COSTS: Except as otherwise specifically provided for herein, the Declarant, or the applicable

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Dorsey, Sean

The Village of Mount Prospect will consider auxiliary parking arrangements for apartment parcels A and B at a later date.

Cassady, Michael

Lance: I don’t think we should give them air rights…..I think we can authorize them access with notice for maintenance purposes.

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Maintenance Provider, shall be responsible for determining, in its reasonable judgment, what Limited Shared Area Maintenance and Services are necessary or advisable and for furnishing such Limited Shared Area Maintenance and Services at such times and using such methods, contractors, employees or agents as the Declarant or the applicable Maintenance Provider deems to be appropriate, in its reasonable judgment. No later than October 31st of each year, the Declarant, or the applicable Maintenance Provider, shall furnish to each affected Contributing Parcel Responsible Entity a budget for the proposed cost of furnishing Limited Shared Area Maintenance and Services which benefit or affect the Contributing Parcel Responsible Entity’s Parcel, building up appropriate reserves therefor and, if applicable, insurance premiums attributable to and anticipated real estate taxes and assessments levied with respect to Non-Contributing Parcels which are part of the Limited Shared Area, if any, (“Limited Shared Area Costs”) for the coming year; provided, that, if no budget is delivered by November 30th of such year, the prior year’s budget shall apply to the coming year. The Limited Shared Area Costs shall include an allocable portion of overhead, labor costs and the cost of materials and supplies which the Declarant or the applicable Maintenance Provider, in its reasonable judgment, allocates to the Limited Shared Area Maintenance and Services. Each Contributing Parcel Responsible Entity shall pay to the Declarant, or the applicable Maintenance Provider, each month, an amount equal to one twelfth of the budgeted Limited Shared Area Costs for the year multiplied by the Contributing Parcel Responsible Entity’s Limited Shared Area Cost Sharing Percentage with respect to the particular work, services and costs which benefit the Parcel in effect as of the first day of the month. If, in the Declarant’s or the applicable Maintenance Provider’s reasonable judgment, the actual costs for the current year will be greater than budgeted Limited Shared Area Costs, the Declarant or the applicable Maintenance Provider may increase the budget and increase the amount payable each month by each Contributing Parcel Responsible Entity per the revised budget by giving at least 15 days written notice thereof to each affected Contributing Parcel Responsible Entity.

4.03 CAPITAL RESERVES: The Declarant, or the applicable Maintenance Provider, shall account for special reserve funds to be used solely for making capital expenditures in connection with the Property Wide Shared Areas and Limited Shared Area (each a "Capital Reserve"). The Declarant, or the applicable Maintenance Provider, shall determine the appropriate level of each Capital Reserve based on a periodic review of the useful life of improvements to the Property Wide Shared Areas and Limited Shared Area and periodic projections of the cost of anticipated major repairs or replacements to the Property Wide Shared Areas and Limited Shared Area, and the purchase of other property to be used by the Declarant or the applicable Maintenance Provider in connection with its duties hereunder. Each Capital Reserve shall be funded from line items provided for in the appropriate budget. At the election of Declarant or if required by statute, special accounts for a Capital Reserve to be used to make capital expenditures with respect to the Property Wide Shared Areas and Limited Shared Area shall be held by the Declarant or the applicable Maintenance Provider as agent and trustee for those Contributing Parcel Responsible Entities with respect to which the Capital Reserve is held. If the Declarant or the applicable Maintenance Provider chooses not to provide for the buildup of reserves for a particular anticipated expenditure, or if the buildup of reserves that the Declarant or the applicable Maintenance Provider does provide for in the applicable budget does not result in sufficient funds to pay for the expenditure when the expenditure must be made, then neither the current Declarant nor the applicable Maintenance Provider nor any preceding Declarant or

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applicable Maintenance Provider shall be liable to the Contributing Parcel Responsible Entities for failing to provide for sufficient reserves and the Declarant or the applicable Maintenance Provider may increase the current and subsequent budgets to make up the difference.

4.04 MAINTENANCE BY CONTRIBUTING PARCEL RESPONSIBLE ENTITIES: Each Contributing Parcel Responsible Entity shall be responsible for keeping at all times in good condition and repair all improvements, fixtures and components of systems on the Parcel which the Contributing Parcel Responsible Entity owns, administers and/or maintains, which are not maintained by the Declarant or the applicable Maintenance Provider as a part of the Property Wide Maintenance and Services or Limited Shared Area Maintenance and Services. The Declarant shall have the right to inspect any portion of the Premises in order to verify compliance with the provisions of this Section. If the Declarant determines, in its reasonable judgment, that a Contributing Parcel Responsible Entity is in violation of this Section, it may direct the Contributing Parcel Responsible Entity which is responsible for such maintenance to correct the situation at its sole cost and expense and, if such party fails or refuses to correct the situation in a reasonable amount of time, or immediately in an Emergency Situation, then the Declarant shall have the right and power to either (i) correct the situation or (ii) seek injunctive relief to cause the Contributing Parcel Responsible Entity to correct the situation. A Contributing Parcel Responsible Entity which fails or refuses to correct a situation under this Section shall pay to the Declarant any and all costs incurred by the Declarant associated with correcting the situation or causing the situation to be corrected, including, without limitation, attorney’s fees and court costs.

4.05 DAMAGE BY OWNER OR RESIDENT: If, due to the act or omission of a Contributing Parcel Responsible Entity or tenant, agent or invitee of an Owner or a Contributing Parcel Responsible Entity, damage shall be caused to the Premises and maintenance, repairs or replacements shall be required thereby, which would otherwise be a Property Wide Cost or Limited Shared Area Cost hereunder, then the Contributing Parcel Responsible Entity shall pay for such damage and such maintenance, repairs and replacements, as may be determined by the Declarant, or the applicable Maintenance Provider, to the extent not covered by insurance.

4.06 CERTAIN UTILITY COSTS: Certain utility costs incurred in connection with the use, operation and maintenance of the Premises may not be separately metered and billed to each Contributing Parcel Responsible Entity. If the cost for any such utility is metered and charged to a Parcel, Parcels or the Declarant, rather than being fairly and separately metered and charged to the Contributing Parcel Responsible Entities (as determined by the Declarant or the applicable Maintenance Provider), then the following shall apply:

(a) If in the opinion of the Declarant or the applicable Maintenance Provider, each Contributing Parcel Responsible Entity is sharing in a fair and equitable manner the cost for such service, then no adjustment shall be made and each Contributing Parcel Responsible Entity shall pay its own bill; or

(b) If, in the opinion of the Declarant or the applicable Maintenance Provider, a Contributing Parcel Responsible Entity is being charged disproportionately for costs allocable to the Premises or other Contributing Parcel Responsible Entities, then the Declarant or the applicable Maintenance Provider shall pay, or reimburse such Contributing Parcel Responsible

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Entity, an amount equal to the portion of the costs which in the reasonable determination of the Declarant, or the applicable Maintenance Provider, is properly allocable as a Property Wide Cost or is properly allocable as a Limited Shared Area Cost and the amount thereof shall be charged to the Contributing Parcel Responsible Entities which benefit therefrom in amounts reasonably determined by the Declarant or the applicable Maintenance Provider .

4.07 PAYMENT OF COSTS/ENFORCEMENT: For purposes of this Section, a Contributing Parcel Responsible Entity which owes money to the Declarant or the applicable Maintenance Provider shall be referred to as a “Payor”. Each Payor shall pay to the Declarant or the applicable Maintenance Provider amounts provided for herein based on invoices, statements or budgets prepared from time to time by or on behalf of the Declarant or the applicable Maintenance Provider and delivered to the Payor. If the Payor is a Contributing Parcel Responsible Entity that is (i) not a condominium association or (ii) not a non-condominium property owners association, and such Payor fails to make any required payment hereunder within thirty (30) days after it is due, the amount of the payment shall be a continuing lien upon the Parcel owned or administered by the Payor. If the Payor is a condominium association or a non-condominium property owners association, and the association fails to make any required payment hereunder within thirty (30) days after it is due, the amount thereof shall be a continuing lien against each Parcel or unit in the applicable association in an amount equal to the amount due multiplied by the undivided interest attributable to the unit (if the unit is a condominium unit) or the applicable cost sharing percentage under the declaration which governs the non-condominium association; provided, that, any such lien against a parcel or unit shall be subordinate to the First Mortgage, if any, on the Parcel or unit from time to time. If the Payor is an Owner which is not an association, and the Owner fails to make any required payment hereunder within thirty (30) days after it is due, the amount thereof shall be a continuing lien against the Payor’s Parcel; provided that any such lien shall be subordinate to the First Mortgage, if any, on the Parcel from time to time. Any payment hereunder which is not paid within thirty (30) days after the due date shall bear interest at the rate of twelve percent (12%) per annum from the due date until paid and the Declarant, or the applicable Maintenance Provider, (i) may bring an action against the Payor or unit or parcel owner, if applicable, for the amount of the payment due from such party, plus interest, costs and reasonable attorneys’ fees incurred in connection with its collection efforts, which amount shall be added to the amount of the payment and shall be included in any judgment rendered in such action and (ii) may enforce and foreclose the lien provided for herein.

4.08 FINANCIAL STATEMENTS: Each year the Declarant, or the applicable Maintenance Provider, shall cause to be prepared and furnished to all Contributing Parcel Responsible Entities such financial statements as the Declarant or the applicable Maintenance Provider deems necessary or appropriate and the cost of preparation thereof shall be a Project Wide Cost or Limited Shared Area Cost, as reasonably determined by the Declarant or the applicable Maintenance Provider.

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ARTICLE FIVE Insurance

5.01 LIABILITY INSURANCE: Each Contributing Parcel Responsible Entity shall maintain Commercial General Liability Insurance covering claims for personal and bodily injury or property damage occurring in, on, under, within, upon or about the portion of the Premises owned or administered by such Contributing Parcel Responsible Entity, or as a result of operations thereon, in such amounts as may be required by law and as from time to time shall be carried by prudent owners of first-class residential developments in the vicinity of the Premises, but in all events for limits of not less than $1,000,000 combined single limit per occurrence with a general policy aggregate of $2,000,000 for personal and bodily injury or property damage with at least an additional $5,000,000 for umbrella coverage. Each Contributing Parcel Responsible Entity shall cause the other Contributing Parcel Responsible Entities and each such other Contributing Parcel Responsible Entity’s managing agent to be named as an additional insured on such policies.

5.02 MUNICIPALITY INSURANCE: The Municipality is responsible for providing the “Municipal Snow/Ice Removal Service” as set forth in Exhibit C and shall be solely responsible for any damage, injury or loss arising from the provision of such services and shall include commercially reasonable liability insurance to coverage its provision such services in form and substance, including additional insureds, as set forth in Section 5.01.

ARTICLE SIX Declarant Rights and Maintenance Provider Rights

6.01 IN GENERAL: The Declarant Rights and the Maintenance Provider Rights shall consist of and include all rights and powers reserved or granted to the Declarant and each Maintenance Provider under the provisions of this Declaration, including, without limitation, the rights and powers set forth in this Article. Anything in this Declaration to the contrary notwithstanding, the provisions set forth in this Article shall govern.

6.02 PROMOTION OF PREMISES: For so long as the Declarant or an assignee of the

Declarant owns or controls title to a portion of the Premises, the Declarant or such assignee shall have the right and power, within its sole discretion, to (i) construct such temporary or permanent improvements, or to do such acts or other things in, on, or to the Premises as the Declarant may, from time to time, determine to be necessary or advisable, (ii) construct and maintain construction, management, sales and/or leasing offices, advertising signs, lighting and banners, or other promotional facilities at such locations and in such forms as the Declarant or an assignee may deem advisable in its sole discretion.

6.03 CONSTRUCTION ON PREMISES: The Declarant shall have the right, at the

Declarant’s own expense to make such alterations, additions or improvements to any part of the Premises owned, leased, maintained or otherwise controlled by the Declarant (as determined by

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Declarant in its reasonable discretion), including, without limitation, Property Wide Shared Areas and Limited Shared Area.

6.04 GRANT OF EASEMENTS: The Declarant shall have the right to reserve or grant easements over the Premises or portions thereof (i) to any governmental authority, public utility, private utility for the installation and maintenance of electrical, telephone, cable or internet conduit and lines, gas, sewer or water lines, or any other utility services serving any Parcel or (ii) to a Responsible Parcel Entity for any purpose which the Declarant deems necessary or advisable.

6.05 OTHER RIGHTS: The Declarant shall have the right and power to execute all documents and do all other acts and things affecting the Premises which, in the Declarant’s reasonable opinion, are necessary or desirable in connection with the rights of the Declarant under this Declaration.

6.06 APPROVAL OF REGULATED WORK: No temporary or permanent construction

on, alteration of or additions to a Parcel which (i) are visible from outside the improvements on the Parcel and/or (ii) affect the use, operation, maintenance or enjoyment of Property Wide Shared Areas or Limited Shared Area (“Regulated Work”) shall be commenced or maintained with respect to any Parcel without the prior written consent of the Declarant to the plans therefor, which consent may be granted or withheld in the Declarant’s sole and absolute discretion. The Declarant reserves the right and power to promulgate and amend from time to time standards, policies, procedures and guidelines in order to implement the foregoing. If any Regulated Work which requires the Declarant approval as provided above is commenced without obtaining the required written consent of the Declarant, then the Declarant may seek any remedy or take any action provided for herein or permitted at law or in equity in order to enforce the provisions hereof, including injunctive relief to stop work and/or restore the portion of the Parcel to its condition prior to the commencement of the work. The Declarant’s decision to approve or disapprove Regulated Work in one instance shall not in any way create or establish a precedent for how the Declarant must respond to a request for Regulated Work subsequently made, it being understood that circumstances, situations and standards may change and the Declarant reserves the right and power to grant or deny requests as the Declarant believes are appropriate in the Declarant’s sole and absolute discretion. This Section does not apply to work undertaken by or on behalf of the Municipality. Notwithstanding anything herein to the contrary, the provisions of this Section 6.06 shall not apply to the Parking Structure Parcel so long as the Municipality is the Owner of the Parking Structure Parcel.

6.07 MAINTENANCE STANDARDS: The Declarant shall have the right and power from time to time to adopt rules, regulations, guidelines, and standards governing the maintenance and upkeep of the Parcels, including without limitation, improvements thereto, signs, and advertising thereon. If in the sole judgment of the Declarant a Parcel is not being maintained in good condition and repair or the appearance of any such portion of the Premises is not of the character and quality of that of other portions of the Premises or is not in compliance with rules, regulations, guidelines, and standards adopted from time to time by the Declarant, then without limiting any rights or remedies available to the Declarant hereunder, at law or in equity, the Declarant shall have the right to enter upon the Parcel and perform any maintenance

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or repair work which it deems necessary or appropriate. The cost of any such work shall be charged to the Responsible Parcel Entity, shall be payable to the Declarant upon demand subject to the provisions of Section 4.07. Notwithstanding anything herein to the contrary, the provisions of this Section 6.07 shall not apply to the Parking Structure Parcel so long as the Municipality is the Owner of the Parking Structure Parcel; provided the Municipality maintains the Parking Structure Parcel in good working order and condition and consistent with its standards and practices for other municipal parking garages in downtown Mount Prospect.

6.08 BUDGETS, ASSESSMENTS AND OTHER FINANCIAL POWERS: The Declarant and each Maintenance Provider shall have the right and power to set budgets and assessments, collect assessments, maintain accounts, pay expenses, record liens against Parcels for non-payment of assessments and otherwise exercise all rights and powers of the Declarant and the Maintenance Providers as set forth in Article Four hereof.

6.09 SPECIAL AMENDMENT: The Declarant reserves the right and power to Record an amendment ("Special Amendment") to this Declaration at any time and from time to as determined by the Declarant in its reasonable judgment to be necessary or appropriate to:

(a) Bring this Declaration into compliance with applicable governmental laws, ordinances, regulations, or requirements;

(b) Correct or clarify errors, ambiguities, omissions or inconsistencies in this Declaration

or any Exhibit hereto or any supplement or amendment hereto; or (c) Provide for the organization of a not for profit corporation as provided in Section 6.10

below to accept an assignment of Declarant Rights. In furtherance of the foregoing, a power coupled with an interest is hereby reserved and granted to the Declarant to make or consent to a Special Amendment on behalf of each Owner and Contributing Parcel Responsible Entity as attorney-in-fact. Each deed, mortgage, trust deed, other evidence of obligation, or other instrument affecting a Parcel and the acceptance thereof shall be deemed to be a grant and acknowledgment of, and a consent to the reservation of, the power to the Declarant to make, execute and Record Special Amendments.

6.10 ASSIGNMENT BY THE DECLARANT OR A MAINTENANCE PROVIDER: (a) Declarant Rights and Maintenance Provider Rights are severable and personal and do

not run with the land. The holder from time to time of any Declarant Right may mortgage, pledge, assign (collaterally, conditionally, or absolutely), or transfer the right to another Person, who may, but need not, be a Contributing Parcel Responsible Entity. The holder from time to time of any Maintenance Provider Right may, with the written consent of the Declarant, mortgage, pledge, assign (collaterally, conditionally, or absolutely), or transfer the right to another Person, who may, but need not, be a Contributing Parcel Responsible Entity. Any assignment of a Declarant Right or a Maintenance Provider Right shall specifically provide that either all Declarant Rights and all Maintenance Provider Rights then held by the assignor are being assigned or, if less than all, specifically provide which Declarant Rights and/or

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Maintenance Provider Rights are being assigned and any such assignment shall only become effective upon the Recording thereof. Any assignment of Declarant Rights and/or Maintenance Provider Rights may be made subject to such conditions or limitations as the assignor and assignee agree to and which are set forth in the assignment instrument.

(b) Without limiting the foregoing, the Declarant may cause to be incorporated, or

organized, a not for profit corporation, or a limited liability company, whose members will be the Contributing Parcel Responsible Entities and which shall be governed by articles of incorporation, or articles of organization and by-laws, or operating agreement, adopted by the Declarant (and referred to or included as part of a Special Amendment pursuant to Section 6.09 hereof) and assign some or all of the Declarant Rights to such not for profit corporation, or limited liability company, and may convey a Parcel or Parcels to the not for profit corporation, or limited liability company.

(c) Any Person which becomes the holder of any Declarant Right or Maintenance

Provider Right as the result of foreclosure of the Declarant Right or Maintenance Provider Right, or any assignee of any Declarant Right or Maintenance Provider Right (whether as the result of voluntary assignment or assignment in lieu of foreclosure) shall hold or be entitled to exercise such Declarant Right or Maintenance Provider Right as fully as if named as such party herein. No such successor to or assignee of a Declarant Right or a Maintenance Provider Right shall have or incur any liability for the acts of any other party which previously exercised, or subsequently shall exercise, such rights.

(d) If and to the extent that the Declarant Rights or Maintenance Provider Rights under

Article Four hereof are assigned (other than an assignment for collateral purposes), all funds and accounts being held by the Assignor pursuant to Article Four relating to such rights shall be transferred to the assignee together with any records relating thereto in the possession or control of the assignor.

ARTICLE SEVEN

Miscellaneous

7.01 SEVERABILITY: Invalidation of all or any portion of any of the easements,

restrictions, covenants, conditions and reservations, by legislation, judgment or court order shall not affect any liens, charges, rights, benefits and privileges and other provisions of this Declaration, which shall remain in full force and effect.

7.02 NOTICES: Any notice required to be sent to the Declarant, a Maintenance Provider, or a Contributing Parcel Responsible Entity under the provisions of this Declaration shall be deemed to have been properly given (i) when it is received by the recipient after it is mailed, postage prepaid to the last known mailing address, (ii) when it is received by the recipient after it is sent through overnight delivery, or (iii) when transmitted by facsimile or e-mail to its last known facsimile number or e-mail address and mailed on the same day, postage prepaid to the last known address.

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7.03 CAPTIONS/CONFLICTS: The Article and Section headings herein are intended

for convenience only and shall not be construed with any substantive effect in this Declaration. In the event of any conflict between the statements made in the recitals to this Declaration and the provisions contained in the body of this Declaration, the provisions contained in the body of this Declaration shall govern.

7.04 PERPETUITIES AND OTHER INVALIDITY/DURATION: If any of the options,

privileges, covenants or rights created by this Declaration would otherwise be unlawful or void for violation of (a) the rule against perpetuities or some analogous statutory provisions, (b) the rule restricting restraints on alienation, or (c) any other statutory or common law rules imposing time limits, then such provisions shall continue only until twenty-one (21) years after the death of the survivor of the living lawful descendants of the former President of the United States George H. Bush at the time of Recording of this Declaration. Except as otherwise specifically provided herein the covenants, conditions, restrictions, easements, reservations, liens, and charges, which are granted, created, reserved or declared by this Declaration shall be appurtenant to and shall run with and bind the land for a period of forty (40) years from the date of Recording of this Declaration and for successive periods of ten (10) years each unless revoked, changed or amended in whole or in part by a recorded instrument executed by the Contributing Parcel Responsible Entities representing not less than 51% of the Property Wide Cost Sharing Percentages.

7.05 TITLE HOLDING LAND TRUST: In the event title to any portion of the Premises is conveyed to a title holding trust, under the terms of which all powers of management, operation and control of such portion remains vested in the trust beneficiary or beneficiaries, then the beneficiaries thereunder from time to time shall be responsible for payment of all assessments, charges or payments hereunder and for the performance of all agreements, covenants and undertakings chargeable or created under this Declaration against such portion of the Premises. No claim shall be made against any such title holding trustee personally for payment of any lien or obligation hereunder created and the trustee shall not be obligated to sequester funds or trust property to apply in whole or in part against such lien or obligation. The amount of such lien or obligation shall continue to be a charge or lien upon any such portion of the Premises and the beneficiaries of such trust notwithstanding any transfers of the beneficial interest of any such trust or any transfers of title to any such portion of the Premises.

7.06 AMENDMENT BY CONTRIBUTING PARCEL RESPONSIBLE ENTITIES: Subject to the provisions of Section 6.09, any provision of this Declaration may only be amended by an instrument executed by Contributing Parcel Responsible Entities with at least 51% of the Property Wide Cost Sharing Percentages and the Declarant; provided, that, portions of Exhibit C which affect less than all of the Contributing Parcel Responsible Entities may only be amended by all of the affected Contributing Parcel Responsible Entities and the applicable Maintenance Provider; and provided further, that (i) for so long as Builder is a contact purchaser, owner or otherwise has an interest in or controls title to any portion of the Premises, no amendment hereto which affects the Townhome Parcel (Builder) or the allocation of expenses to the Townhome Parcel (Builder) shall become effective unless and until Builder gives its prior written consent; and (ii) that for so long as the Municipality is Owner or otherwise has an interest in or controls

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title to any portion of the Parking Structure Parcel, no amendment hereto which affects the Parking Structure Parcel shall become effective unless and until the Municipality gives its prior written consent. No amendment shall become effective until Recorded.

7.07 SPECIAL AMENDMENT: Declarant reserves the right and power to Record a

special amendment ("Special Amendment") to this Declaration at any time and from time to time which amends this Declaration to correct omissions, errors, ambiguities or inconsistencies in the Declaration. In furtherance of the foregoing, a power coupled with an interest is hereby reserved and granted to the Declarant to make or consent to a Special Amendment on behalf of each Owner. Each deed, mortgage, trust deed, other evidence of obligation, or other instrument affecting a Parcel and the acceptance thereof shall be deemed to be a grant and acknowledgment of, and a consent to the reservation of, the power to the Declarant to make, execute and Record Special Amendments. The right and power of the Declarant to record a Special Amendment hereunder shall terminate at such time as Declarant no longer holds or controls title to a portion of the Premises.

7.08 ESTOPPEL CERTIFICATE: Each of the Contributing Parcel Responsible

Entities hereto agrees to provide the other, upon not less than twenty (20) days prior request, a certificate (“Estoppel Certificate”) certifying that this Agreement is in full force and effect (unless such is not the case, in which case such party shall specify the basis for such claim), that the requesting party is not in default of any term, provision or condition of this Agreement beyond any applicable notice and cure provisions (or specifying each such claimed default) and certifying such other matters reasonably requested by the requesting party. If any party hereto Contributing Parcel Responsible Entity fails to comply with this provision within the time limit specified, and if, after an additional seven (7) days’ notice there still is no compliance, then said non-complying party shall be deemed to have appointed the requesting Contributing Parcel Responsible Entity as its attorney-in-fact for execution of the Estoppel Certificate on its behalf as to that specific request only.

7.09 MUNICIPAL AUTHORITY AND REPEALER: The execution, delivery and

performance of this Agreement by the Municipality and the compliance with the provisions of this Agreement (i) have been duly authorized by all necessary corporate action on the part of the Municipality, (ii) require no other consents, approvals or authorizations on the part of the Municipality in connection with the Municipality’s execution and delivery of this Agreement, and (iii) shall not, by lapse of time, giving of notice or otherwise result in any breach of any term, condition or provision of any indenture, agreement or other instrument to which the Municipality is subject. To the extent that any ordinance, resolution, rule, order or provision of the Municipality’s code of ordinances, or any part thereof, is in conflict with the provisions of this Agreement, the provisions of this Agreement shall be controlling, to the extent lawful.

[Signature page follows]

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IN WITNESS WHEREOF, the Declarant has caused this instrument to be executed. Dated: ______________________, 2020

MAPLE STREET LOFTS, LLC, an Illinois limited liability company

By: Name: Title:

STATE OF ILLINOIS)

) SS. COUNTY OF ______ )

I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that _________________________, as the manager of MAPLE STREET LOFTS, LLC, an Illinois limited liability company (the “Company"), personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered said instrument as his free and voluntary act, and as the free and voluntary act of the Company for the uses and purposes therein set forth.

GIVEN under my hand and Notarial seal this ____ day of ___________________, 2020.

__________________________________________ Notary Public

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JOINDER The undersigned, Village of Mount Prospect, an Illinois municipal corporation, as the legal title holder of the Parking Structure Parcel hereby joins in this Declaration and Grant of Cross Easements and Cost Sharing Provisions Re: Maple Street Lofts, to which this Joinder is attached, for the purpose of making the Parking Structure Parcel subject to the Declaration as part of the Premises, and joining in the declaration, grants, and conveyances set forth therein.

Dated: ______________, 2020

Village of Mount Prospect, an Illinois municipal corporation By:

Arlene A. Juracek, its Mayor Attest: _______________________________ Name: Village Clerk STATE OF _________ )

) SS COUNTY OF ______ )

I, _____________________, a Notary Public in and for said County and State, do hereby

certify that ______________________________, the Mayor of Village of Mount Prospect, an Illinois municipal corporation (the “Corporation"), appeared before me this day in person and acknowledged that he signed, sealed and delivered said instrument as his free and voluntary act, and as the free and voluntary act of the Corporation for the uses and purposes therein set forth.

GIVEN under my hand and Notarial Seal this ____ day of _______________, 2020.

__________________________________________

Notary Public

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JOINDER The undersigned, MSL Rowhomes, LLC, an Illinois limited liability company, as the legal title holder of the Townhome Parcel (Non-Builder) hereby joins in the Declaration and Grant of Cross Easements and Cost Sharing Provisions Re: Maple Street Lofts, to which this Joinder is attached, for the purpose of making the Townhome Parcel (Non-Builder) subject to the Declaration as part of the Premises, and joining in the declaration, grants, and conveyances set forth therein.

Dated: ______________, 2020

MSL Rowhomes, LLC, an Illinois limited liability company By:

Name: Its: STATE OF _________ )



certify that ______________________________, the Manager of MSL Rowhomes, LLC, an Illinois limited liability company (the “Company"), appeared before me this day in person and acknowledged that he signed, sealed and delivered said instrument as his free and voluntary act, and as the free and voluntary act of the Company for the uses and purposes therein set forth.

GIVEN under my hand and Notarial Seal this ____ day of _______________, 2020.

__________________________________________

Notary Public

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JOINDER

The undersigned, NVR, Inc., a Virginia corporation, as the legal title holder of the Townhome Parcel (Builder) hereby joins in the Declaration and Grant of Cross Easements and Cost Sharing Provisions Re: Maple Street Lofts, to which this Joinder is attached, for the purpose of making the Townhome Parcel (Builder) subject to the Declaration as part of the Premises, and joining in the declaration, grants, and conveyances set forth therein.

Dated: ______________, 20___

NVR, Inc., a Virginia corporation By:

Name: Its: STATE OF _________ )



certify that ______________________________ of NVR, Inc., a Virginia corporation (the “Corporation"), appeared before me this day in person and acknowledged that he signed, sealed and delivered said instrument as his free and voluntary act, and as the free and voluntary act of the Corporation for the uses and purposes therein set forth.

GIVEN under my hand and Notarial Seal this ____ day of _______________, 20__.

__________________________________________

Notary Public

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EXHIBIT A TO DECLARATION AND GRANT OF CROSS EASEMENTS AND


The Premises

I. THE PREMISES:

All of Lot 1, Lot 2, and Lot 3 in that certain Resubdivision of Lot “A” in Corporate Subdivision No. 10—A, and Lots 10, 11 (Including Units 1, 2 and 3 of the 230-240 E. Lincoln Street Condominium), 16, and 17 in J.A. Weber’s Addition to Mount Prospect, all in the East ½ of the Northwest ¼ of Section 12, Township 41 North, Range 11 East of the Third Principal Meridian, in Cook County, Illinois, as set forth on that certain Final Plat of Planned Unit Development Maple Street Lofts recorded October 11, 2019 with the Cook County Recorder as Document No. 192841358, as supplemented by that certain Certificate of Correction recorded January 17, 2020, as Document No. 2001749000, and as may be amended from time to time (“Plat”). Underlying Tax Parcel Numbers: 08-12-122-038 08-12-122-039 08-12-122-040

II. THE PARCELS

A. Contributing Parcels

1. All of Lot 1 in the Maple Street Lofts Resubdivision, excluding the area shown on the Plat located within the boundaries of Lot 1 labeled as Non Common Area B (“Apartment-A Parcel”).

2. The area shown on the Plat located within the boundaries of Lot 1 labeled as Non Common Area B (“Apartment-B Parcel”).

3. Lot 2 in the Maple Street Lofts Resubdivision (“Parking Structure Parcel”)

4. That portion of Lot 3 in Maple Street Lofts Resubdivision, which from time to time has been conveyed by ROWS to Builder, including sublots or portions of sublots of Lot 3 conveyed by Builder to purchasers for value (“Townhome Parcel (Builder)”).

5. That portion of Lot 3 in Maple Street Lofts Resubdivision, which from time to time has not yet been conveyed by ROWS to Builder (“Townhome Parcel (Non-Builder)”).

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B. Non-Contributing Parcels None C. General Notes

The “Maple Street Lofts Resubdivision” is the Premises, and consists of all of Lot 1, Lot 2, and Lot 3 in the Resubdivision. Lot 1 includes the areas shown on the Plat located within the boundaries of Lot 1 as follows: (i) Non Common Area – A, (ii) Non Common Area – B, and (iii) the Common Area. Lot 2 includes the areas shown on the Plat located within the boundaries of Lot 2. Lot 3 includes the areas shown on the Plat located within the boundaries of Lot 3 as follows: (i) Non Common Area – A, (ii) Non Common Area – B, (iii) Non Common Area – C, (iv) Non Common Area – D, (v) Non Common Area – E, (vi) Non Common Area – F, (vii) Non Common Area – G, (viii) Non Common Area – H, (ix) Non Common Area – I, and (x) the Common Area.

III. PROPERTY WIDE SHARED AREAS

A. All stormwater systems and components thereof, serving the Premises and located on Lot 1 and Lot 3, including without limitation, all underground vaults, detention areas, pipes, conduits, manholes, catch basins, restrictors, volume control structures, and filters located on, under, and across Lot 1 or Lot 3 (“Stormwater Facilities”).

B. Those portions of Lot 1, Lot 2, and Lot 3, in the Maple Street Resubdivision, which are improved with (i) the private roads (including without limitation all structure, curbing, and pavement, street name signs, wayfinding signs, and traffic control devices) of Elm Street and Dawson Drive as generally shown on the Site Plan (“Private Roads”), and (ii) the pedestrian walkways (including concrete and brick pavers) adjacent to the Private Roads as generally shown on the Site Plan (“Private Road Walkways”).

C. All of the water main and components thereof, located on and exclusively servicing the Premises from and including all B-box connections and valves (“Water Main Facilities”).

D. All of the sanitary sewer mains and service lines and components thereof, locaatedon and exclusively service the Premises from and including all pipes, manholes, and connections to Village – owned mains.

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LIMITED SHARED AREAS

A. Those portions of Apartment-A Parcel and Apartment-B Parcel other than the Private Roads, Private Road Walkways, and Stormwater Facilities thereon, located outside of the multifamily/commercial buildings constructed thereon (“Apartment Common Area”).

B. Those portions of the Townhome Parcel (Builder), other than the Private Roads, Private Road Walkways, and Stormwater Facilities thereon, located outside of the multifamily buildings constructed thereon (“Townhome Common Area (Builder)”).

C. The Townhome Parcel (Non-Builder), other than Private Roads, Private Road Walkways, and Stormwater Facilities thereon (“Townhome Area (Non-Builder)”).

D. Those portions of the Parking Structure Parcel, other than the Private Roads and Private Road Walkways thereon, located outside of the parking garage structure thereon (“Parking Structure External Area”)

Note: The above-defined areas may include a part of the “Common Area” as designated on the Plat, but shall not be limited to the “Common Area” as designated on the Plat.

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EXHIBIT B TO DECLARATION AND GRANT OF CROSS EASEMENTS AND


The Site Plan

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EXHIBIT C TO DECLARATION AND GRANT OF CROSS EASEMENTS AND


Maintenance Provider

Property Wide Shared Area or

Service

Limited Shared Area or

Service

Contributing Parcels

Cost Sharing %

Municipality Municipal Snow/Ice Removal Service (as defined in Note 2 below)

Parking Structure Parcel

100%

Municipality Parking Structure External Area


100%

Declarant Apartment Common Area (excluding Municipal Snow/Ice Removal Service)

Apartment-A Parcel Apartment-B Parcel

78% 22%

Declarant Landscaping of, snow removal from, and maintenance of Townhome Common Area (BUILDER) (excluding Municipal Snow/Ice Removal Services)

Townhome Parcel (BUILDER)

100 %

Declarant Snow removal from, and maintenance of Townhome Area (Non- BUILDER) (excluding Municipal Snow/Ice Removal Services)

Townhome Parcel (Non- BUILDER)

100 %

Declarant Private Roads and Private Road Walkways (excluding Municipal Snow/Ice Removal Service)

Townhome Parcel (BUILDER) Townhome Parcel (Non- BUILDER) Apartment-A Parcel Apartment-B Parcel Parking Structure Parcel

BUILDER % NON- BUILDER % 56% 16% 0%

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Declarant Stormwater Facilities



Declarant Landscaping of, snow removal from, and maintenance of Townhome Common Area (BUILDER)

Townhome Parcel (BUILDER)

100 %

Declarant Maintenance of Townhome Area (Non- BUILDER)

Townhome Parcel (Non- BUILDER)

100 %

Declarant Liability Insurance Townhome Parcel (BUILDER) Townhome Parcel (Non- BUILDER) Apartment-A Parcel Apartment-B Parcel Parking Structure Parcel


Declarant Management Townhome Parcel (BUILDER) Townhome Parcel (Non- BUILDER) Apartment-A Parcel Apartment-B Parcel Parking Structure Parcel


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Municipality Street Lamp Responsibilities (Public)


100%

Declarant Street Lamp Responsibilities (Private)



Declarant Water Main Facilities



Note 1: For Property Wide Shared Area or Services, the Cost Sharing Percentage of the Townhome Parcel (BUILDER) plus the Townhome Parcel (NON-BUILDER), in the aggregate, shall be 28% (the “Applicable Aggregate Townhome Percentage”). To calculate the allocation between the Townhome Parcel (BUILDER) and Townhome Parcel (NON-BUILDER) for a given category at a certain point in time, (a) the BUILDER % shall be equal to (i) the ratio of the number of townhomes which have been constructed on the Townhome Parcel (BUILDER) and which are subject to assessment under the Townhome Declaration to the total number of townhomes which may be constructed on the Townhome Parcel (BUILDER) and the Townhome Parcel (Non-BUILDER) (ii) multiplied by Applicable Aggregate Townhome Percentage; and (b) the NON BUILDER % shall be equal to (i) 100%, (ii) minus the BUILDER %, (iii) minus the calculation of 100% less the Applicable Aggregate Townhome Percentage. For purposes of example and clarification, at the time of recording this Agreement, there are no townhomes constructed on the Townhome Parcel (BUILDER), therefore the Cost Sharing Percentage of the Townhome Parcel (BUILDER) is 0% as of the recording hereof, and the Cost Sharing Percentage of the Townhome Parcel (NON-BUILDER) will be 100%. Eventually, by

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the time all townhome units have been constructed and are subject to assessment under the Townhome Declaration, the Cost Sharing Percentage of the Townhome Parcel (BUILDER) will be 100% and the Cost Sharing Percentage of the Townhome Parcel (NON-BUILDER) will be 0%. Note 2: The “Municipal Snow/Ice Removal Service” describes the seasonal snow and ice removal and maintenance of pedestrian walkways to be undertaken by the Municipality at limited locations shown on Attachment 1 to this Exhibit C (the areas listed as Public Snow Removal), notwithstanding that other parties may be the designated Maintenance Provider for other aspects of the Property Wide Shared Area covered by the Municipal Snow/Ice Removal Service, and that other parties may be the designated Maintenance Provider for snow and ice removal for other parts of the Premises as shown on Attachment 1 to this Exhibit C (the areas listed as Private Snow Removal). Note 3: The power feed, ongoing maintenance, repair, operation, and replacement for street and pedestrian light fixtures and cost thereof (“Street Lamp Responsibilities”) are to be allocated among the parties as set forth above in this Exhibit C. Illustration I and Illustration II of Attachment 1 to this Exhibit C illustrate that (i) those Street Lamp Responsibilities for fixtures that are identified with a circle are the responsibility of the Municipality (“Street Lamp Responsibilities (Public)”) as set forth above, and (ii) those Street Lamp Responsibilities for fixtures that are identified with a triangle are the responsibility of the Declarant (“Street Lamp Responsibilities (Private)”) as set forth above.

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ATTACHMENT 1 TO EXHIBIT C TO DECLARATION AND GRANT OF CROSS EASEMENTS AND


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ATTACHMENT 2 TO EXHIBIT C TO

DECLARATION AND GRANT OF CROSS EASEMENTS AND COST SHARING PROVISIONS RE: MAPLE STREET LOFTS

Illustration I

PRIVATE

PUBLIC

Lighting Fixtures: Maintenance & Operation NORTH

(exact locations subject to permit)

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ATTACHMENT 2 TO EXHIBIT C TO DECLARATION AND GRANT OF CROSS EASEMENTS AND


Illustration II

Lighting Fixtures: Maintenance & Operation SOUTH

(exact locations subject to permit)

PRIVATE

PUBLIC

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1

THIRD AMENDMENT TO REDEVELOMENT AGREEMENT FOR THE MAPLE STREET LOFTS DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND

MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS

This Third Amendment dated this ___ day of August, 2020, amends that certain Redevelopment Agreement for the Maple Street Lofts Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois, dated June 9, 2019, between the Village of Mount Prospect, Illinois, an Illinois home rule municipal corporation (Village”) and Maple Street Lofts, LLC, an Illinois limited liability company (Developer).

WITNESSETH:

I. In consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Village and the Developer agree as follows:

1. The aforesaid Redevelopment Agreement, Section VI, Development of the

Property, Subsection A, Approvals, Permits, Construction, and Completion, subpart 5 is hereby amended to read as follows:

“On or before May 31, 2023, obtain a Certificate of Project Completion (as defined in Section XI. A below) for the Project, including the Parking Garage, if applicable.”

2. The aforesaid Redevelopment Agreement, Section VI, Development of the Property, Subsection B, Village Buy Back, is hereby amended to add a new subpart 4 to read as follows:

“Notwithstanding the above, upon issuance of a certificate of occupancy or temporary certificate of occupancy for Building A, Building A and the appurtenant former Village owned property shall no longer be subject to the re-purchase rights hereunder.

3. The aforesaid Redevelopment Agreement, Section XIV, Insurance, Subsection A, Insurance Coverages, subpart 1 is hereby amended to read as follows:

“Builder’s risk insurance, written on the so-called “Builder’s Risk – Completed Value Basis,” in an amount equal to one hundred percent (100%) of the insurable value of the project at the date of completion, and with coverage available in non-reporting form on the so-called “all risk” form of policy. This Builder’s Risk coverage obligation shall

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cease upon Project completion and/or the issuance the appropriate Certificates of Occupancy.”

4. The aforesaid Redevelopment Agreement, Section XVIII, Miscellaneous Provisions, Subsection L, Cooperation and Assistance, is hereby amended to read as follows:

“The Village and the Developer each covenant and agree that each will do, execute, acknowledge and deliver or cause to be done, executed, and delivered, such agreements, instruments and documents supplemental hereto and such further acts, instruments, pledges and transfers as may be reasonably required for the better clarifying, assuring, mortgaging, conveying, transferring, pledging, assigning and confirming unto the Village or the Developer, or other appropriate Persons, all and singular the rights, property and revenues covenanted, agreed, conveyed, assigned, transferred and pledged under or in respect of this Agreement. In this regard, the Village and the Developer acknowledge and assent that Lot 1 has been transferred to Maple Street Lofts Property Owner, LLC for purposes of financing and Lot 3 has been transferred to MSL Rowhouses, LLC. Further, the Village and the Developer acknowledge and assent that the Village will have no objection to a future conveyance of the commercial spaces in Building A or Building D into a commercial condominium.

5. The aforesaid Redevelopment Agreement, Exhibit M, Construction Commencement and Completion Deadlines, is amended to indicate new construction commencement and completion deadlines.

II. In consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Village and the Developer, and Tenant Angelo Caputo’s Fresh Markets, agree as follows:

1. The aforesaid Redevelopment Agreement, Section VI., Development of the Property, is hereby amended to add the new Subsection E., Grocery Store Tenant as follows:

E. Grocery Store Tenant. The Village agrees that securing a grocer tenant (“Grocer”) helps achieve key goals of the TIF Plan and Angelo Caputo’s Fresh Markets Store (“Caputo’s”) shall become the tenant for approximately 15,000 square feet of ground floor retail space in the Maple Street Lofts Development.

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1. The Village shall provide financial assistance to Developer in order to assist with the buildout of the space (Capital Cost Assistance) and rent and operational costs (Operating Cost Assistance) in order to establish Caputo’s as a grocery store tenant in the Maple Street Lofts Development.

2. The Village determines that total Capital Cost Assistance provided by the Village shall amount to a maximum of $629,708.00. The Village shall provide $300,000 from anticipated land sale proceeds from a different project at temporary certificate of occupancy of Grocer. The Village will further provide TIF assistance on a pay-as-you-go basis from in-PIN increment generated from the Greater Redevelopment for the remaining $329,708.00.

3. The Village determines that total Operating Cost Assistance provided by the Village shall amount to a maximum of $883,188.79. The Village will provide up to $883,188.79 through a 100% sales tax rebate on the Village’s share of sales tax proceeds from Grocer as revenue is available.

4. The Village’s obligations to provide Grocer with financial assistance shall be conditioned on Grocer’s compliance with all covenants and obligations of any Agreements with the Village or with Developer; submission to the Village of a written sworn disbursement request and lien waivers, along with appropriate supporting documentation in relation thereto, with respect to the TIF-eligible reimbursement of Capital Costs for which Developer seeks reimbursement; provision to the Village, upon request of all reasonable and customary documentation required by the Village to evidence the TIF-eligible reimbursement improvements for the Project, such records to include, but not be limited to, all invoices for the improvements, all contracts with the Developer’s contractor(s), subcontractor(s), contractor’s affidavits, subcontractor’s affidavits, lien wavers with invoices, copies of checks and any other documentation reasonably requested by the Village and/or in the possession of Grocer; validation of the costs associated with the disbursement request and verification that said costs have been incurred and paid by Developer and/or Grocer, and compliance by Grocer with all of the terms of this Agreement and with the laws and regulations of the Village, the State of Illinois, and the United States of America.

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5. The financial assistance provided by the Village in this Subsection E shall cease upon Developer’s receipt of the maximum amount of funds as set forth in Paragraphs 2 and 3 herein, or the expiration of ten years after the issuance of a certificate of occupancy for Grocer, whichever occurs first.

6. Subject to uncontrollable circumstances, if at any time Grocer ceases to operate during the term of this Agreement, or abandons the Project, the payment of financial assistance shall cease, and shall not be reinstated thereafter.

7. In the event Caputo’s ceases tenancy as Grocer prior to the satisfaction of the financial assistance provided by the Village in this Subsection E, any then remaining financial assistance will be subject to Village Manager’s approval of the replacement grocer.

8. The financial assistance set forth herein is not a general obligation of the Village, and the Village’s full faith and credit are not pledged or encumbered to provide Grocer and/or Developer with either Capital Cost Assistance or Operating Cost Assistance.

III.. Those provisions of the Redevelopment Agreement not modified by this Amendment shall remain in full force and effect.

VILLAGE OF MOUNT PROSPECT DEVELOPER

By: _____________________________ By:_____________________________

________________________________ ________________________________

Name : __________________________ Name: __________________________ Village Manager Authorized Officer

Date: _______________________, 2020 Date: ______________________, 2020

ANGELO CAPUTO’S FRESH MARKETS

By: ______________________________

_________________________________

Name: __________________________

Authorized Officer

Date: _______________________, 2020

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449893_1

ORDINANCE NO. _______

AN ORDINANCE AUTHORIZING A THIRD AMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE MAPLE STREET LOFTS

DEVELOPMENT AND APPROVING THE DECLARATION AND GRANT OF CROSS EASEMENTS AND COST SHARING PROVISIONS RE: MAPLE STREET LOFTS

NOW, THEREFORE, BE IT ORDAINED, by the Mayor and Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, as follows: SECTION 1: The Mayor and Board of Trustees of the Village find as follows:

A. The Village of Mount Prospect (“Village”) is a home rule municipality pursuant to Section 7 of Article VII of the Constitution of the State of Illinois.

B. The State of Illinois has adopted tax increment financing pursuant to the

Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq., as amended from time to time (“TIF Act”).

C. Pursuant to its powers and in accordance with the TIF Act, and pursuant

to Ordinance Nos. 6293, 6294 and 6295, adopted January 17, 2017, the Prospect and Main Tax Increment Financing District (“TIF District”) was formed as a TIF district, for a twenty-three (23) year period.

D. The Village authorized by Ordinance No. 6447 a “Redevelopment

Agreement for the Maple Street Lofts Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois” on April 9, 2019.

E. In furtherance of the objectives of the abovementioned Ordinances, the

Village entered into a “Redevelopment Agreement for the Maple Street Lofts Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois,” between the Developer and the Village (the “Parties”), dated June 24,. 2019, which sets forth the terms and conditions pursuant to which the Developer will proceed with, redevelop, and operate, the Project on the Property (“Redevelopment Agreement”).

F. The Village authorized by Ordinance No. 6484 adopted on November 5,

2019, a first amendment to the “Redevelopment Agreement for the Maple Street Lofts Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois.”

G. The Village authorized by Ordinance No. 6517 adopted May 5, 2020, a

second amendment to the “Redevelopment Agreement for the Maple

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449893_1

Street Lofts Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois.”

H. The Parties desire to authorize a third amendment to the “Redevelopment

Agreement for the Maple Street Lofts Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois” as it pertains several revisions, including, but not limited to, A Grocery Store Tenant in the Maple Street Lofts Development, attached as Exhibit A.

I. The Village further desires to approve the Declaration and Grant of Cross

Easements and Cost Sharing Provisions Re: Maple Street Lofts attached as Exhibit B.

SECTION 2: Based upon the foregoing, the Village Mayor, Village Clerk and

Village Manager, or their designees, be and are hereby authorized and directed to execute the attached Third Amendment to the Redevelopment Agreement for the Maple Street Lofts Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois” and perform the Village’s obligations thereunder.

SECTION 3: Based upon the foregoing, the Village Mayor, Village Clerk and

Village Manager, or their designees, be and are hereby authorized and directed to execute the attached Declaration and Grant of Cross Easements and Cost Sharing Provisions Re: Maple Street Lofts and perform the Village’s obligations thereunder.

SECTION 4: This Ordinance shall be in full force and effect from and after its

passage, approval and publication in pamphlet form as provided by law.

ADOPTED this ___ day of August, 2020, pursuant to a roll call vote as follows: AYES:___________________________________________ NAYS:___________________________________________ ABSENT:_________________________________________ APPROVED this ___ day of August, 2020, by the Village Mayor of the Village of Mount Prospect, and attested by the Village Clerk, on the same day.

_____________________________________ Village Mayor

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APPROVED and FILED in my office this ___ day of August, 2020 and published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois. ATTEST: ____________________________________ Village Clerk

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